UNITED - Bombay Stock Exchange · 2014-09-18 · Brief resume of Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal nature of their expertise in specific functional areas and names of

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NOTICE Notice is hereby given that the 21st ANNUAL GENERAL MEETING of the Shareholders of UNITED TEXTILES LIMITED will be held on TUESDAY the 30th September, 2014 at 11:00 A.M. at Regd. Office at 7th K.M. Stone, Barwala Road, Hisar to transact the following business: ORDINARY BUSINESS: 1. To review, consider and adopt the audited financial statement of the Company for the financial year

ended on 31st March, 2014, the Reports of Board of Directors and Auditors thereon. 2. To appoint a Director in place of Sh. Arun Kumar Aggarwal (DIN 00248510) who retires by rotation

and being eligible offers himself for re-appointment. 3 To appoint Auditors of the Company 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 of the Companies Act, 2013 and the Rules made there under M/s. N.C. AGGARWAL & CO., Chartered Accountants (Firm Registration No. 003273N) be and are hereby re-appointed as the Auditors of the Company, to hold office from the conclusion of 21st Annual General Meeting of the Company up to the conclusion of 23rd Annual General Meeting and subject to ratification by members at every Annual General Meeting and that the Board of Directors be are hereby authorized to fix such remuneration as may be determined by the Audit Committee in consultation with the Auditors.”

SPECIAL BUSINESS

4. To appoint Sh. Anil Kumar Gupta (DIN-06726726 ) as an Independent Director and in this regard

to consider and, if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Sh. Anil Kumar Gupta (DIN-06726726 ) who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (five) consecutive years for a term up to March 31, 2019.”

5. To appoint Sh. Ashok Kumar Aggarwal as an Independent Director and in this regard to consider

and, if thought fit, to pass, with or without modification(s), following resolution as an Ordinary Resolution:

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“RESOLVED THAT pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Clause 49 of the Listing Agreement, Sh. Ashok Kumar Aggarwal , who was appointed as a Director liable to retire by rotation and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director of the Company, be and is hereby appointed as an Independent Director of the Company, not liable to retire by rotation, to hold office for 5 (five) consecutive years for a term up to March 31, 2019.”

For and On Behalf of the Board For UNITED TEXTILES LIMITED Regd. Office (Arun Kumar Aggarwal) 7th K.M. Stone, Barwala Road, Executive Director Hisar- 125001 Dated- 12.08.2014

NOTES:

1. The Register of Members and Share Transfer Books of the Company will remain closed from 29th September, 2014 to 30th September, 2014 both days inclusive.

2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY OR

PROXIES TO ATTEND AND VOTE INSTEAD OF HIMSELF/HERSELF AND SUCH A PROXY/PROXIES NEED NOT BE A MEMBER OF THE COMPANY. A person can act as a proxy on behalf of members not exceeding fifty (50) and holding in aggregate not more than 10% of the total share capital of the Company. The instrument appointing a proxy should, however, be deposited at the registered office of the Company not less than 48 hours before the commencement of the meeting.

3. The Explanatory Statement pursuant to Section 102(1) of the Companies Act, 2013, setting out the

material facts is annexed hereto.

4. Shareholders intending to enquire about accounts, to be explained in the meeting, are required to inform the Company at least 10 days in advance of their intention to do so, so that the papers relating thereto may be made available, if the Chairman permits such information to be furnished.

5. The Company does not distribute copies of the Annual Report at the meeting. Members may, therefore,

bring their copy with them.

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6. Members who have not registered their e-mail addresses so far are requested to register their e-mail

address for receiving all the communication including Annual Report, Notices, Circulars, etc. from the Company electronically.

7. All the documents referred to in the accompanying Notice and the Statement pursuant to Section 102(1) of the Companies Act, 2013,will be available for inspection at the Registered Office of the Company during business hours on all working days up to the date of declaration of the result of 21st Annual General Meeting of the Company.

8. In terms of Circular No. 1/34/2013-CL-V dated 17 June 2014, the Ministry of Corporate Affairs has

clarified that the relevant provision in relation to e-voting are not mandatory till 31 December 2014. Considering the further clarifications required on the e-voting process, the Company has opted for voting by show of hands at the Annual General Meeting.

EXPLANATORY STATEMENT PURSUANT TO SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 4 & 5 Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal are Independent Directors of the Company who are liable for retire by rotation as per old Companies Act, 1956. The Securities and Exchange Board of India (SEBI) has amended Clause 49 of the Listing Agreement inter alia stipulating the conditions for the appointment of independent directors by a listed Company. It is proposed to appoint Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal as Independent Directors under Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement to hold office for 5 (five) consecutive years for a term up to March 31, 2019. Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal are not disqualified from being appointed as Directors in terms of Section 164 of the Companies Act, 2013 and have given their consent to act as Directors. The Company has received notices in writing from members alongwith the deposit of requisite amount under Section 160 of the Companies Act, 2013 proposing the candidatures of each of Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal for the office of Directors of the Company. The Company has also received declarations from Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal that they meet with the criteria of independence as prescribed both under sub-Section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement. In the opinion of the Board, Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal fulfill the conditions for appointment as Independent Directors as specified in the Act and the Listing Agreement.

Brief resume of Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships / chairmanships of Board Committees, shareholding and relationships between directors inter-se as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, are provided in the Corporate Governance Report forming part of the Annual Report.

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Copy of the draft letters for respective appointments of Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal as Independent Directors setting out the terms and conditions are available for inspection by members at the Registered Office of the Company.

This Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with the Stock Exchanges.

Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal are interested in the resolutions set out respectively at Item Nos. 4 & 5 of the Notice with regard to their respective appointments. The relatives of Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal may be deemed to be interested in the resolutions set out respectively at Item Nos. 4 & 5 of the Notice, to the extent of their shareholding interest, if any, in the Company. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company / their relatives are, in any way, concerned or interested, financially or otherwise, in these resolutions. The Board commends the Ordinary Resolutions set out at Item Nos. 4 & 5 of the Notice for approval by the shareholders.

For and On Behalf of the Board For UNITED TEXTILES LIMITED Regd. Office (Arun Kumar Aggarwal) 7th K.M. Stone, Barwala Road, Executive Director Hisar- 125001 Dated- 12.08.2014

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DIRECTORS REPORT To the Members

Your Directors have great pleasure in presenting the 21ST ANNUAL REPORT together with the Audited

Statement of Accounts of your Company for the year ended 31st March, 2014.

FINANCIAL RESUTLS: (Rs. In Lacs) Current Year Previous Year (2013-2014) (2012-2013) Sales & Operational Income 1056.64 980.54 Other Income 31.13 30.61 1087.77 1011.15 Profit before Tax & Dep. 28.13 18.44 Provision for Depreciation (19.81) (12.28) Provision for Income Tax (1.56) (1.18) Profit After Tax 6.76 4.98 OPERATION: The Turnover of the company has increased by 8%. & Profit after Tax is higher by 36% as compared to

previous year. Keeping in view of the prevailing market condition the performance of the company may be

considered as satisfactory.

MANAGEMENT DISCUSSION & ANALYSIS The Spinning Yarn Industry is a lifeline in Textile Business of India. The majority of employment in India is

absorbed by Textile Industry. Keeping in view of its importance the Govt. has constituted a separate

Department under Textile Ministry. The Govt. has also constituted a Technology upgradation Fund (TUF) by

which concessional Loan / subsidy is granted by Govt. through its various nodal agencies for upgradation in

technology.

The main Raw Material is cotton, which is based on Agricultural production of Cotton. The Production is

dependent on Moonsoon. In Indian climatic condition the moonsoon is always an unpredictable factor.

Sometimes there is heavy rainfall & sometime the drought situation is created, which affects the production of

Cotton to a great extent creating heavy fluctuation in raw material prices. However, the company have some

what managed situation & earned profit during the year.

PARTICULARS OF EMPLOYEES During the year there was no employee in respect of whom information as per section 217 (2A) of the

Companies Act, 1956 is required to be given in the Director’s Report.

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CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required by the companies (Disclosure of particulars in the report of Board of Directors) Rules,

1988 the relevant data pertaining to conservation of energy, technology absorption and foreign exchange

earning and outgo are given in annexure forming part of this report.

FIXED DEPOSIT: The Company has not accepted any deposit within the meaning of section 58-A of the Companies Act,

1956, and the Companies (Acceptance of Deposits) Rules, 1975.

LISTING OF SECURITIES: The Securities of the Company is listed on Stock Exchanges at Mumbai. The Listing Fees have been paid up to 31-03-2014. INSURANCE: All the properties and insurable interests of the company including Building, Plant & Machinery and Stock wherever necessary and to the extent required have been properly insured. DIRECTORS’ RESPONSIBILITY STATEMENT: (i) That in the preparation of the annual accounts, the applicable accounting standards had been followed. (ii) That 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 Profit of the company for that year : (iii) That the directors had 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: (iv) That the directors had prepared the annual accounts on a going concern basis.

AUDITORS’ REPORT: The points stated in the Auditors Report are self explanatory & needs no comments. DIRECTORS: In accordance with the requirement of the Companies Act, 1956 and the Articles of Association of the Company Smt.Arun Kumar Aggarwal retires by rotation and being eligible offer himself for re-appointment. CORPORATE GOVERNANCE: The Corporate Governance Report is annexed herewith alongwith Auditor’s Certificate. AUDITORS:

M/s. N.C. Aggarwal & Co., Chartered Accountants (Firm Registration No. 003273N), who retire at the conclusion of ensuing Annual General Meeting, have consented to continue in office, if appointed from the conclusion of ensuing Annual General Meeting till the conclusion of next three consecutive Annual General Meeting subject to ratification of appointment by the Members of the Company at every Annual General Meeting. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 for their appointment as Auditors of the Company.

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COST AUDITORS’ APPOINTMENT As per the requirement of the Central Government, and in pursuance of Section 233B of the Companies Act,1956 your company carries out an audit of cost records, Subject to the approval of the Central Government, your Director have appointed M/s Satpaul Saini & Associates, to audit the cost accounts of the company for the financial year 2014. ACKNOWLEDGEMENT: Yours Directors express their sincere appreciation for all around assistance, co-operation and guidance from the Banker Oriental Bank of Commerce and State & Central Govt. Authorities.

For and on Behalf of the Board

(Shalini Agarwal ) (Arun Kumar Agarwal) Director Executive Director

DIN-00248578 DIN 00248510 Regd. Office: 7th K.M., Stone, Barwala Road, Hisar - 125001 Dated: - 29.05.2014

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ANNEXURE TO THE DIRECTORS’ REPORT The Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 under Section 217 (1) (e) of the Companies Act, 1956. A. CONSERVATION OF ENERGY: i. Power factor has been maintained above 0.9 by proper choice of capacitors as per the requirement of

load. ii. Motors have been installed of optimum capacity. iii. Power load is distributed on D.G. Sets at optimum level. iv. We have installed changeover switches to interchange the various machine on D.G. Sets. B. TECHNOLOGY ABSORPTION: i. Efforts in brief made towards Technology absorption, adoption and innovation. Continous efforts are made to get optimum production as per designed capacity of machines. This helps

in increasing productivity and reduction in cost. ii. Benefits derived as a result of above efforts: The benefits although achieved but can not be stated in financial terns. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: Foreign Exchange used : NIL Foreign Exchange earned : NIL

FORM A DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

Current Year Previous Year (2013-2014) (2012-2013) A. Power & Fuel Consumption: 1. Power a. Purchased (i) Units (KWH) 17,79,392 15,75,896 (ii) Total Amount (Rs.) 137,02,912 101,83,266 (iii) Rate/Unit Rs. KWH 7.70 6.46 b. Thought Diesel Generator i) Units (KWH) 25,176 48,987 ii) Total Amount (Rs.) 3,65,575 5,94,702 iii) Cost/Unit 14.52 12.14 2. Steam Coal NIL NIL 3. Furnace Oil NIL NIL 4. Other/Internal Generations NIL NIL 5. Fuel NIL NIL B. CONSUMPTION PER UNIT OF PRODUCTION Cotton Yarn / M.T. 992 Units 1018 Units

For and on Behalf of the Board

(Shalini Aggarwal ) (Arun Kumar Aggarwal) Director Executive Director DIN-00248578 DIN 00248510 Regd. Office: 7th K.M. Stone, Barwala Road, HISAR-125001 Dated: --29.05.2014

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Corporate Governance Report for the Financial Year 2013-2014 1. Company’s Philosophy on code of Corporate Governance:

Your Company’s philosophy on corporate governance envisages the allignment of the highest levels of transparency, accountability and equity, in all facts of its operations and in all its interactions with its stakeholders including shareholders, employees, government and lenders. The Company believes that all its operations and actions must serve the underlying goal of enhancing overall shareholders value, over a sustained period of time.

2. Board of Directors: The Board of United Textiles Limited consists of following Directors during the financial year 2013-14. Sh. Hans Raj Gupta up to 22.06.2013 was Chairman & Non Executive Director, as per Listing Agreement & after his death Sh.Anil Kumar Gupta was appointed w.e.f.13.12.2013 as Chairman & Non Executive Director .The company is required to have at least one third independent Directors. There is no Institutional nominee Director on the Board.

The detail of Composition and Categories of Directors are given in Table below:- Sr. No. Name of the Director Category 01 Sh. Hans Raj Gupta Chairman Independent & Non Executive Director (up to 22.06.13) 02 Sh. Anil Kumar Gupta Chairman Independent & Non Executive Director (w.e.f.13.12.13) 03 Sh. Sushil Kumar Aggarwal Whole Time Director 04 Sh. Arun Kumar Aggarwal Executive Director 05 Sh. Ashok Kumar Aggarwal Independent and Non-Executive Director 06 Smt. Shalini Aggarwal Non-Executive Director Board Procedure:

The details of the meetings of the Board and Audit Committee held during the financial year 2013-2014 are given in Table below :-

(i) Board of Directors Meeting:- Date of Total Attendance by Meeting Members No. of Members 30/05/2013 5 4 13/08/2013 4 3 11/11/2013 4 3 13/02/2014 5 3 (ii) Audit Committee Meetings:- 28/05/2013 3 3 10/08/2013 2 2 09/11/2013 2 2 10/02/2014 3 3

The details of attendance of each Director at the Board and Audit Committee Meetings held during the Financial Year 2013-2014 and details of number of outside directorship held by each of the Directors are given in Table below:-

Sr. Name of Director Attendance at Attendance at Attendance at Outside No. Board Meetings Audit Committee Last AGM Directorship Meeting 1 Sh. Hans Raj Gupta 1 1 No -- 2 Sh. Sushil Kumar Aggarwal 2 -- Yes -- 3 Sh. Arun Kumar Aggarwal 4 4 Yes -- 4 Smt. Shalini Aggarwal 4 -- Yes -- 5. Sh. Ashok Kumar Aggarwal 1 4 No -- 6. Sh. Anil Kumar Gupta 1 1 No --

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3. Audit Committee The Current Audit Committee has three members viz. Sh. Anil Kumar Gupta as Chairman, Sh. Ashok Kumar Aggarwal, as a Member & Sh. Arun Kumar Aggarwal, as a Member. However, upto 22.06.13 the committee was chaired by late Sh. Hans Raj Gupta The terms of reference of the Audit Committee, covers the area mentioned in clause 49 of the Listing Agreement of the Stock Exchange and Section 292 A of the Companies Act, 1956.

4. Remuneration Committee:

The Remuneration Committee has three members viz. Sh. Ashok Kumar Aggarwal, as Chairman, Sh. Anil Kumar Gupta,(w.e.f.13.12.13) as Member & Smt. Shalini Aggarwal as Member. However, earlier up to 22.06.13 late Sh. Hans Raj Gupta was also member of the committee. Details of the remuneration paid to Executive Director during the financial year ending 31st March 2014 is given below:-

Salary Paid Service Tenure Sh. Arun Kumar Aggarwal 240000 upto 31-3-2017 The Company does not have any Stock Option Scheme. 5. Share Transfer & Shareholders / Investors Grievances Committee:

The Board of Directors has delegated the power of approving transfer of securities and other related formalities to the Registrar & Share Transfer Agent M/s Indus Portfolio Private Limited, G-65, Bali Nager, New Delhi – 110 015. The Committee under consideration comprises of Sh. Arun Kumar Aggarwal as Chairman and Sh. Anil Kumar Gupta,(w.e.f.13.12.13) as Member & Smt. Shalini Aggarwal as Member. However, earlier up to 22.06.13 late Sh. Hans Raj Gupta was also member of the committee. The committee looks into the grievances of the shareholders concerning transfer of shares and non receipt of annual report and recommend measure for expeditious and effective investor services. The total numbers of letters received and replied to the shareholders during the year 2013-2014 were nil and no complaint was outstanding as on 31st March, 2014.

6. General Body Meetings: Last Three Annual General Meetings of the Company were held at the Registered Office of the Company at 7th K.M.Stone, Barwala Road, Hisar – 125 001 (Hry.) as detailed below:-

Year Date Time Detail of Special Resolution 2010-2011 Friday 11.00 A.M. NIL 30/09/2011 2011-2012 Saturday 11.00 A.M. NIL 29/09/2012

2012-2013 Monday 11.00 A.M. NIL 30/09/2013

No special Resolution was put through postal ballot last year. 7. Disclosures: (a) Disclosures regarding materially significant related party transactions

None of the transactions with any of the related parties were in conflict with the interest of the company. (b) Disclosures of non-compliance by the Company

The Company has complied with the requirements of the stock exchanges, SEBI and other statutory authorities on all matters related to capital markets during the last three years. No penalties or strictures have been imposed on the Company by the Stock exchanges or SEBI or any other statutory authorities relating to the above.

8. Means of Communication: The quarterly results of the company were published during the year under review in National Newspaper in English & Hindi Language. Management Discussion and Analysis Report forms part of this Annual Report.

9. General Shareholder Information: a) Annual General Meeting Date : Tuesday, 30th September 2014 Time : 11.00 A.M.

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Venue : 7th K.M. Stone, Barwala Road, Hisar-125001 b) Financial Year : The financial year of the company is 1st April to 31st March. c) Book Closure :

The Dates of Book Closure is from 29 t h Sept. , 2014 to 30 t h Sept. , 2014 (both days inc lus ive.) d) Listing on Stock Exchange & Stock Code:

The Secur it ies of the company are l is ted on under ment ioned stock Exchange given in table below:

Name of the Stock Exchange Stock code Bombay Stock Exchange Ltd. Mumbai. 521188 e) Share Transfer System:

The company’s shares are traded in Stock Exchange compulsorily in demat mode. The company has transferred 400 shares in F.Y. 2013-2014 and no shares are pending for transfer.

f) Distribution of Shareholding: The Distribution of Shareholding as on 31st March, 2014 given in table below:-

No. of equity Total % of Share No. of % of Share Shares held Holders Holder Shares Holding

Up to 500 3734 86.84 499104 16.65 501 to 1000 219 5.09 180781 6.03 1001 to 5000 245 5.70 697733 23.26 5001 to 10000 63 1.47 441979 14.73 10001 to 20000 24 0.56 374473 12.48 20001 to 30000 4 0.09 94985 3.17 30001 to 40000 2 0.05 75500 2.52 40001 to 50000 5 0.12 231263 7.71 50001 to 100000 1 0.02 60500 2.02 100001 and above 3 0.07 343682 11.46

TOTAL 4300 100 3000000 100 Categories of Shareholders as on 31st March, 2014 given in table below:-

Category No. of Share % of Shareholdings Indian Promoters 1197390 39.91 Private Corporate Bodies 88652 2.95 Indian Public 1713958 57.14 Others ----- --

TOTAL 3000000 100 g) Dematerialisation of Shares and Liquidity:

The company’s shares are traded in Stock Exchange compulsorily in demat mode. NSDL and CDSL have allotted ISIN No. INE 727E 01012 for Dematerialisation of Shares. Total 17,43,575 Shares are in Electronic Form and 12,56,425 shares are in Physical Form as on 31/03/2014.

h) Plant Location: Hisar Unit 7th K.M. Stone, Barwala Road, Hisar-125 001 (Haryana)

i) Address for Correspondence:- Regd. Office and Works: United Textiles Limited 7th K.M. Stone, Barwala Road, Hisar-125001 Registrar and Transfer Agent: Indus Portfolio Private Limited, G-65, Bali Nagar, New Delhi-110015

j) Compliance Officer The name and des ignat ion of the compliance off icer of the Company is Mr. Sunder Singh, Accounts Off icer.

k) Compliance: Compliance certificate obtained from the Auditors is attached to this report.

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Brief Profile of Board of Directors

Director Name Sh. Sushil Kumar Aggarwal Date of Birth 14/01/1955 Qualification Graduate Date of Appointment 01/09/1993 Directorship in other Companies as on 31.03.2014 Nil

Membership/Chairmanship of Committees of other public companies as on 31.03.2014

Nil

Shareholding in United Textiles Limited 1,17,500

Director Name Sh.Arun Kumar Aggarwal Date of Birth 06/09/1967 Qualification Under Graduate Date of Appointment 01/03/1997 Directorship in other Companies as on 31.03.2014 Nil


Nil

Shareholding in United Textiles Limited 1,06,500

Director Name Sh.Ashok Kumar Agarwal Date of Birth 14/09/1963 Qualification Graduate Date of Appointment 25/08/2005 Directorship in other Companies as on 31.03.2014 Nil


Nil

Shareholding in United Textiles Limited Nil

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Director Name Smt. Shalini Aggarwal Date of Birth 18/10/1973 Qualification Graduate

Date of Appointment 25/08/2005

Directorship in other Companies as on 31.03.2014 Nil


Nil

Shareholding in United Textiles Limited 35,500 Director Name Sh. Anil Kumar Gupta Date of Birth 17/03/1968 Qualification Graduate Date of Appointment 13/12/2013 Directorship in other Companies as on 31.03.2014 Nil


Nil

Shareholding in United Textiles Limited Nil

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Auditor’s Certificate on Corporate Governance To, The Members of United Textiles Limited We have examined the compliance of conditions of corporate governance by United Textiles Limited (the Company) for the year ended 31st March 2014 as stipulated in Clause 49 of the Listing Agreement of the company with the Stock Exchanges. The Compliance of conditions of corporate governance is the responsibility of the management our examination was limited to processors and implementation thereof, adopted by the company for ensuring the compliance of the conditions of the corporate governance. It is neither an audit not an expression of opinion on the financials statements of the company. In our opinion and to the best of our information and according to the explanations given to us we certify that complied with the condition of corporate governance as stipulated in the above mentioned Listing Agreements. We state that no investor grievances are pending for a period exceeding one month against the company as per the records maintained by the Share Transfer cum investors Grievance Committee. 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 company.

For N.C. Aggarwal & Co. Chartered Accountants (G.K.Aggarwal) PLACE: HISAR Partner Dated : 29th May, 2014

B.O. 83-E, Model Town Hisar, Ph: Office: 01662-248757, Residence: 01662-247797

N.C. AGGARWAL & CO. C H A R T E R E D A C C O U N T A N T S

102, Harsha house, Karampura Commercial Complex, New Delhi-110 015. Ph: (O) 25920555-556 (R) 25221561

E-Mail: [email protected], [email protected]

AUDITORS’ REPORT

To the Members’ of UNITED TEXTILES LIMITED Report on the Financial Statements We have audited the accompanying financial statements of UNITED TEXTILES LIMITED, which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended and a summary of significant accounting policies and other 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 and cash flows of the Company in accordance with accounting principles generally accepted in India, including the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013, issued by 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. Auditors’ Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We 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 control 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. 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. Opinion In our opinion and to the best of our information and according to the explanations given to us, the 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:

mailto:[email protected]

mailto:[email protected]



a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and

c) In the case of the Cash Flow Statement, of the cash flows 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, 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 the Cash Flow

Statement comply with the Accounting Standards notified under the Companies Act, 1956 read with General Circular 15/2013 dated 13th September 2013, issued by 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 31st March, 2014 from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.

For N.C. Aggarwal & Co. Chartered Accountants Firm Registration No. 003273N G.K. Aggarwal Partner Membership No. 086622 Date: May 29, 2014 Place: Hisar



ANNEXURE TO AUDITORS’ REPORT Referred to in Paragraph 1 under the heading of “Report on Other Legal and Regulatory Requirements” of our report of even date. 1. (a) The Company has maintained all proper records showing full particulars including

quantitative details and situation of fixed assets.

(b) The Management in accordance with a phased programme of verification adopted by the Company has physically verified a major portion of the fixed assets. In our opinion, the frequency of verification is reasonable having regard to the size of the Company and the nature of its assets. To the best of our knowledge, no material discrepancies have been noticed on such verification. (c) As per records and information and explanations given to us, no substantial part of fixed assets has been disposed of during the year.

2. (a) The management has conducted physical verification of inventory at reasonable intervals

during the year.

(b) According to the information and explanations given to us, the procedures of physical verification of stocks followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventories. The discrepancies noticed during physical verification of inventories as compared to book records were not material and the same have been properly dealt with in the books of account.

3. (a) As informed to us, the Company has not granted any loans, secured or unsecured to

companies, firms or other parties listed in the register maintained under section 301 of the Companies Act, 1956, Paragraph 4 (iii) (b), (c) and (d) of the order, are therefore not applicable. (b) (i) The Company has taken interest free unsecured loan from a parties listed in the register maintained under section 301 of the Companies Act, 1956. The outstanding balance and maximum amount involved during the year in respect of said party is Rs. 3,67,800/- and Rs. 3,67,800/- respectively. (ii) In our opinion and according to information and explanations given to us, the rate of interest and other terms and conditions on which loan has been taken are not, prima facie, prejudicial to the interest of the Company. (iii) In respect of the aforesaid loan, the amount (principal as well as interest) is repayable on demand; the Company is regular in repaying the amounts as and when demanded.



4. In our opinion and according to 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 purchase of inventory, fixed assets and for the sale of goods and services.

During the course of audit, no major weakness has been noticed in the internal control in

respect of these areas.

5. a) According to the information and explanations provided by the management, during the year, no contracts or arrangements with the parties referred to in section 301 of the Act have been entered into. Accordingly, paragraphs (v) (b) of the Order are not applicable.

6. The Company has not accepted any deposits from public and consequently the provisions of Section 58A of the Companies Act, 1956 and the rules framed there under are not applicable.

7. In our opinion, the Company has an internal audit system commensurate with the size of the Company and nature of its business.

8. We have broadly reviewed the books of account maintained by the company in respect of the

products where the maintenance of cost records has been prescribed under section 209(1) (d) of the Companies Act, 1956. We are of the opinion that prima-facie the prescribed accounts and records have been maintained. We have not, however, made a detailed examination of the records.

9. a) According to the information and explanations given to us, the Company is generally regular

in depositing with the appropriate authorities undisputed statutory dues as applicable to the company including Provident Fund, Employees State Insurance, Sales Tax, Income Tax, cess and Service Tax. There are no arrears as at March 31, 2014 for a period of more than six months from the date they become payable.

b) According to the information and explanations given to us, there are no dues as applicable

to the company including of Provident Fund, Employees State Insurance, Sales Tax, Income Tax, cess and Service Tax which have not been deposited on account of any dispute.

10. As at March 31, 2014 the Company’s accumulated losses is not more than fifty percent of its

net worth. The company has not incurred cash losses in the current financial year and in the immediately preceding financial year.

11. In our opinion, on the basis of books and records examined by us and according to the

information and explanations given to us, the Company has not defaulted in repayment of dues to banks. The Company has not taken any loan from any financial institutions and debenture holders.

12. According to the information and explanations given to us, the company has not granted any

loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provision of clause 4(xii) of the Companies (Auditor’s Report) Order, 2003 are not applicable to the Company.



13. In our opinion, the Company is not a chit fund or a nidhi mutual benefit fund/society.

Therefore, the provisions of clause 4(xiii) of the Order, 2003 are not applicable to the Company.

14. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and

other investments. Accordingly, the provisions of clause 4(xiv) of the Order, 2003 are not applicable to the Company.

15. According to the information and explanations given to us, the company has not given any

guarantee for loan taken by others from banks/financial institutions. Hence, paragraph 4(xv) of the order is not applicable.

16. In our opinion, the term loans have been applied for the purposes for which they were raised. 17. 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 raised on short-term basis have been used for long-term investments.

18. The Company has not made any preferential allotment of shares to parties and companies

covered in the Register maintained under section 301 of the Companies Act, 1956, during the year.

19. The company has not issued any debentures. Accordingly paragraph 4(xix) of the order is not

applicable. 20. According to the information and explanations given to us, the Company has not raised any

money by way of public issues during the year. 21. During the course of our examination of the books and records of the Company, and according

to the information and explanations given to us by the management, we report that no fraud on or by the Company has been noticed or reported during the year.

For N.C. Aggarwal & Co. Chartered Accountants Firm Registration No. 003273N G.K. Aggarwal Partner Membership No. 086622 Date: May 29, 2014 Place: Hisar

UNITED TEXTILES LIMITEDBalance Sheet as at March 31, 2014

(Amount in Rs.)

Note No

As at March 31, 2014

As at March 31, 2013

I. EQUITY AND LIABILITIES(1) Shareholders' Funds

(a) Share Capital 1 3,00,00,000 3,00,00,000

(b) Reserves and Surplus 2 (54,25,182) (61,01,012)

(2) Non-Current Liabilities(a) Long Term Borrowings 3 64,99,477 - (b) Long Term Provisions 4 3,24,433 2,80,976

(3) Current liabilities(a) Short Term Borrowings 5 92,06,313 61,52,192 (b) Trade Payables 6 18,53,174 17,45,087

(c) Other Current Liabilities 7 31,81,359 22,93,918 (d) Short Term Provisions 8 2,85,455 1,56,179

TOTAL EQUITY AND LIABILITIES 4,59,25,029 3,45,27,340

II. ASSETS(1) Non-current assets

(a) Fixed Assets 9

Tangible assets 2,35,11,643 76,95,249 Capital work-in-progress 3,12,001 6,70,318

(b) Long Term Loans and Advances 10 9,98,121 5,76,485

(2) Current assets(a) Inventories 11 1,53,46,702 1,95,89,971

(b) Trade Receivables 12 36,39,343 42,51,730 (c) Cash and Cash Equivalents 13 13,17,604 8,72,876 (d) Short Term Loans and Advances 14 7,43,907 8,70,711

(e) Other Current Assets 15 55,708 -

TOTAL ASSETS 4,59,25,029 3,45,27,340

24

In terms of our report of even date annexed hereto

For N.C. AGGARWAL & CO.Chartered AccountantsFirm Regn No. 003273N

G.K. AGGARWAL

Partner

M.No.086622

PLACE : Hisar

DATED : May 29, 2014

Particulars

Significant accounting policies and notes to the

financial statements

ARUN KUMAR AGGARWAL(Executive Director)DIN No: 00248510

SHALINI AGGARWAL

(Director)

DIN No: 00248578

//123.222.222.139/usb (g)/vinod.agarwal/Application Data/Microsoft/Local Settings/Temporary Internet Files/Content.Outlook/SIFJLM85/JINDAL STAINLESS LIMITED.xls

//123.222.222.139/usb (g)/vinod.agarwal/Application Data/Microsoft/Local Settings/Temporary Internet Files/Content.Outlook/SIFJLM85/JINDAL STAINLESS LIMITED.xls

UNITED TEXTILES LIMITEDStatement of Profit and Loss for the year ended March 31, 2014

(Amount in Rs.)

Note No.

Year ended March 31, 2014

Year ended March 31, 2013

(I) Revenue from operations (Gross) 16 10,56,64,537 9,80,53,663 Less : Excise Duty - -

Revenue from operations (Net) 10,56,64,537 9,80,53,663

(II) Other income 17 31,12,984 30,61,251

(III) Total Revenue (I+II) 10,87,77,521 10,11,14,914

(IV) Expenses:Cost of materials consumed 18 8,60,40,318 7,96,67,773

Changes in inventories of finished goods, work in progress and Stock-in-trade 19 (13,94,150) 6,89,250

Employee benefits expense 20 16,02,808 16,00,754 Finance costs 21 13,47,112 10,15,122

Depreciation and amortisation expense 22 19,81,379 12,27,994 Other expenses 23

Manufacturing Expenses 1,70,77,249 1,43,33,330 Office and Administration Expenses 10,91,393 11,55,579

Selling and distribution expenses 97,573 4,71,628 Miscellaneous Expenses 1,02,009 3,37,346

Total Expenses 10,79,45,691 10,04,98,776

(V) Profit before tax (III-IV) 8,31,830 6,16,138

(VI) Tax expense:(1) Current tax 1,56,000 1,18,000

(2) Deferred tax - -

(VII) Profit for the year after tax (V-VI) 6,75,830 4,98,138

(VIII) Earnings per equity share

(1) Basic 0.23 0.17 (2) Diluted 0.23 0.17

24


For N.C. AGGARWAL & CO.

Chartered AccountantsFirm Regn No. 003273N

G.K. AGGARWAL

Partner

M.No. 086622

PLACE : Hisar


Significant accounting policies and notes to the

financial statements

Particulars

DIN No: 00248578

ARUN KUMAR AGGARWAL

(Executive Director)DIN No: 00248510

SHALINI AGGARWAL

(Director)

UNITED TEXTILES LIMITEDCash Flow Statement for the year ended March 31, 2014

(Amount in Rs.)

Year Ended Year EndedMarch 31, 2014 March 31, 2013

A. Cash Inflow/ (Outflow) From Operating Activities

Profit Before Tax 8,31,830 6,16,138

Add/(Less)

Depreciation 19,81,379 12,27,994

Interest Income (61,899) -

Interest Paid 11,88,070 9,38,900 Profit on sale of fixed assets (8,23,350) -

Operating Profit before Working Capital changes 31,16,030 27,83,032

Adjustment for:

Trade and other Receivable 4,02,734 (6,50,674)

Inventories 42,43,268 3,69,081 Trade and other Payable 5,10,751 12,88,629

Cash Generated From Operations Before Tax 82,72,783 37,90,068 Tax Paid/ (Tax Refund) (1,40,887) (1,71,564)

Net Cash Inflow/ (Outflow) from Operating Activities 81,31,896 36,18,504

B. Cash Inflow/ (Outflow) from Investing Activities

Acquisition of Fixed Assets/Capital Work-in-Progress (1,81,86,106) -

Sale of Fixed Assets 15,70,000 - Interest Income 61,899 22,734

Net Cash Inflow/ (Outflow) from Investing Activities (1,65,54,207) 22,734

C. Cash Inflow/ (Outflow) from Financing Activities

Secured Loan/Repayment of Loan 1,00,55,109 (23,71,252)

Interest Paid (11,88,070) (9,38,900) Unsecured Loan - 1,00,000

Net Cash Inflow/ (Outflow) from Financing Activities 88,67,039 (32,10,152)

Net Increase( Decrease) in Cash and Cash Equivalent (A+B+C) 4,44,728 4,31,086

Add:

Cash and Cash equivalent at the beginning of the year 8,72,876 4,41,790 Cash and Cash equivalent at the end of year 13,17,604 8,72,876

Note.

1. Increase /Decrease in Secured and Unsecured borrwings is net of Repayment during the year.

2. Cash and cash equivalents (closing balance) includes other Bank Balance of Rs. 6,25,000/- (Previous Year NIL)

3. Previous Year figures have been regrouped wherever considered neccesary.



Chartered Accountants

Firm Regn No. 003273N

G.K. AGGARWAL

Partner

M.No.086622PLACE : Hisar


SHALINI AGGARWAL

(Director)

DIN No: 00248578

DESCRIPTION

ARUN KUMAR AGGARWAL

Executive Director

DIN No: 00248510

UNITED TEXTILES LIMITEDNotes forming part of Balance Sheet and Statement of Profit and Loss

(Amount in Rs.)

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

1 SHARE CAPITAL

(a) AUTHORISED CAPITAL

32,50,000 Equity Shares of Rs. 10/- Each 3,25,00,000 3,25,00,000

3,25,00,000 3,25,00,000

(b) ISSUED, SUBSCRIBED AND PAID UP

30,00,000 Equity Shares of Rs. 10/- Each 3,00,00,000 3,00,00,000

(c) RECONCILIATION OF THE NUMBER OF SHARES OUTSTANDING AT THE

BEGINNING AND AT THE END OF THE REPORTING PERIOD

Shares outstanding at the beginning of the year 30,00,000 30,00,000

Shares outstanding at the end of the year 30,00,000 30,00,000

(d) Details of Shareholding more than 5% shares in the company

S.No. Name of shareholders

% of shareholding as

on 31.03.2014

% of shareholding as

on 31.03.2013

NIL NIL

(e) Aggregate number of bonus shares issued, share issued for

consideration other than cash and shares bought back during the

period of five years immediately preceding the reporting date:NIL NIL

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

2 RESERVES AND SURPLUS

Surplus in Statement of Profit and Loss

Profit/ (Loss) Brought Forward (61,01,012) (65,99,820)

Add:- Profit after tax transferred from Statement of Profit and Loss 6,75,830 4,98,138

Less:- Previous year Taxation Adjustment - 670

Total Reserves and Surplus (54,25,182) (61,01,012)

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

3 LONG TERM BORROWINGS

Secured Long Term Borrowings

Term Loan From Bank against Machinery* 57,49,554 -

Term Loan From Banks-Vehicle Loan** 7,49,923 -

Total Long Term Borrowings 64,99,477 -

*Machinery loan is secured by way of hypothecation of Open/Ended Machinery of the company.

**Vehicle loan is secured by way of hypothecation of vehicles of the Company. The loan repayable in 2014-15 is Rs. 5,52,538/-,

in 2015-16 Rs. 6,12,627/- and in 2016-17 is Rs. 1,37,296/-.


(Amount in Rs.)

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

4 LONG TERM PROVISIONS

For Employee Benefits

Gratuity (unfunded) 3,24,433 2,80,976

Total Long Term Provisions 3,24,433 2,80,976

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

5 SHORT TERM BORROWINGS

A Secured Short Term Borrowings

Working Capital Demand Loan from Bank* 88,38,513 57,84,392

B Unsecured Short Term Borrowings

Loan from Director 3,67,800 3,67,800

Total Short Term Borrowings 92,06,313 61,52,192

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

6 TRADE PAYABLES

Dues to Micro and Small enterprises - -

Dues to other than Micro and Small enterprises 18,53,174 17,45,087

Total Trade Payables 18,53,174 17,45,087

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

7 OTHER CURRENT LIABILITIES

Current Maturities of Long Term debts 5,52,538 51,026

Advance from Customers 4,93,000 4,35,880

Other Payables

Capital Creditors 6,40,691 -

Statutory Dues Payable 17,416 65,292

Other liabilities 14,77,714 17,41,720

Total Other Current Liabilities 31,81,359 22,93,918

*Working Capital Facility is secured by way of hypothecation of stock and book debts of the Company namely finished good,

raw material, work in progress, consumable stores and spares, book debts, bill receivables and by way of First charge in

respect of other moveable and immoveable properties of the Company. Working Capital Facility is repayable on demand any

time during sanction tenure.


(Amount in Rs.)

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

8 SHORT TERM PROVISIONS

a) For Employee Benefits

Gratuity (Unfunded) 11,455 38,179

b) Others

Provision for Tax 2,74,000 1,18,000

Total Short Term Provisions 2,85,455 1,56,179


(Amount in Rs.)

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

10 Long-term loans and advances

Security Deposits

Unsecured, Considered good 9,98,121 5,76,485

Total Long Term Loans and Advances 9,98,121 5,76,485

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

11 Inventories

Raw Materials 97,44,390 1,54,87,000

Work in Progress 5,50,000 5,50,000

Finished Goods 20,32,900 5,80,500

Store and Spares 24,75,412 23,70,221

Scrap 5,44,000 6,02,250

Total Inventories 1,53,46,702 1,95,89,971

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

12 Trade Receivables

A Outstanding Exceeding Six Months

Unsecured, Considered good 5,10,819 18,489

Sub Total-Outstanding Exceeding Six Months 5,10,819 18,489

B Outstanding Less than Six Months


Sub Total-Outstanding Less than Six Months 31,28,524 42,33,241

Total Trade Receivables (A+B) 36,39,343 42,51,730

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

13 Cash and Bank Balances

A. Cash and Cash EquivalentsCash on Hand 6,51,403 7,11,281

Balances with Banks

Current Accounts 41,201 1,61,595

B. Other Bank Balance

Fixed Deposits with Banks - original maturity of more than twelve months* 6,25,000 -

Total Cash and Bank Balances 13,17,604 8,72,876

*Plege with Excise Authorities


(Amount in Rs.)

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

14 Short-term loans and advances

Prepaid Taxes 3,21,825 1,80,938

Prepaid Expenses 40,596 23,006

Advance Recoverable in Cash or in kind


Total Short Term Loans and Advances 7,43,907 8,70,711

DESCRIPTION As at

March 31, 2014

As at

March 31, 2013

15 Other Current Assets

Interest Receivable 55,708 -

Total Other Current Assets 55,708 -


(Amount in Rs.)

DESCRIPTION Year Ended March 31, 2014

Year Ended March 31, 2013

16 Gross Revenue from Operation

Sale of Product

Sales from Operations 10,48,15,578 9,78,52,460

Other Operating Revenue

Miscellaneous Receipt/Sales 8,48,959 2,01,203

Total Gross Revenue from Operation 10,56,64,537 9,80,53,663

(I) SALES

Manufactured Goods

Cotton Yarn 9,65,84,763 8,90,00,750

Scrap 82,30,815 88,51,710

Total Sales 10,48,15,578 9,78,52,460

DESCRIPTION Year Ended

March 31, 2014

Year Ended

March 31, 2013

17 Other Income

Interest Income on Fixed Deposits/Security Deposit 61,899 -

Profit on Sale of Fixed Assets 8,23,350 -

Hank Yarn Obligation Transfer 12,87,899 14,04,153

Foreign Exchange Fluctuation Gain 22,389 -

Profit on Trading Sale 9,17,447 16,55,332

Cash Discount Received - 1,766

Total Other Income 31,12,984 30,61,251


March 31, 2014

Year Ended

March 31, 2013

18 Cost of Material Consumed

Raw Material Consumed 8,60,40,318 7,96,67,773

Total Cost of Material Consumed 8,60,40,318 7,96,67,773

DETAIL OF RAW MATERIAL CONSUMED

Waste Cotton 8,60,40,318 7,96,67,773

Total Raw Material Consumed 8,60,40,318 7,96,67,773


(Amount in Rs.)


March 31, 2014

Year Ended

March 31, 2013

19 Changes in inventories of finished goods, work in progress and Stock-

in-trade

Opening StockFinished Goods- Manufactured 5,80,500 1,59,000

Scrap 6,02,250 16,63,000


Total Opening Stock 17,32,750 24,22,000

Closing StockFinished Goods- Manufactured 20,32,900 5,80,500

Scrap 5,44,000 6,02,250


Total Closing Stock 31,26,900 17,32,750

(Increase)/Decrease in Stock (13,94,150) 6,89,250


March 31, 2014

Year Ended

March 31, 2013

20 Employee Benefits Expenses

Salary and Wages 14,04,623 13,97,784

Contribution to provident and other funds 1,77,294 1,80,865

Staff Welfare Expenses 20,891 22,105

Total Employee Benefits Expenses 16,02,808 16,00,754


March 31, 2014

Year Ended

March 31, 2013

21 Finance Cost

Interest Expenses

Term Loan 2,37,894 23,068

Working Capital 9,50,176 9,12,671

Bank Interest - 3,161

Bank Charges 1,54,440 65,896

Others-ESI/PF Late Deposit - 10,326

Others-TDS/TCS Late Deposit 4,602 -

Total Finance Cost 13,47,112 10,15,122


March 31, 2014

Year Ended

March 31, 2013

22 Depreciation and Amortisation

Depreciation on Fixed Assets 19,81,379 12,27,994

Total Depreciation and Amortisation 19,81,379 12,27,994


(Amount in Rs.)


March 31, 2014

Year Ended

March 31, 2013

23 Other Expenses

A Manufacturing Expenses

Power and Fuel 1,40,68,487 1,07,77,969

Repairs to machinery 1,30,285 13,796

Consumption of Stores and Spare parts 21,71,131 27,61,271

Packing Material 7,07,346 7,80,294

Total Manufacturing Expenses 1,70,77,249 1,43,33,330

B Office and Administration Expenses

Insurance 1,34,785 1,29,535

Legal and Professional 97,986 1,00,167

Postage and Telephone 69,717 1,20,412

Printing and Stationary 23,975 20,455

Vehicle Upkeep and Maintenance 2,04,452 1,72,944

Auditor's Remuneration

Audit Fees 33,708 33,708

Tax Audit Fees 5,618 5,618

For Certification 11,236 32,585

Cost Auditor's Remuneration 30,000 -

Fees and Subscription 74,326 1,83,566

Computer Maintenance 84,000 84,000

Annual Listing Fees 32,573 32,589

Travelling and Conveyance 49,017 -

Director's Remuneration 2,40,000 2,40,000

Total Office and Administration Expenses 10,91,393 11,55,579

C Selling and Distribution Expenses

Commission On Sales 5,503 18,263

Bad-debts - 3,53,949

Advertisement and Publicity 92,070 99,416

Total Selling and Distribution Expenses 97,573 4,71,628

D Miscellaneous Expenses

Miscellaneous Expenses 1,02,009 3,37,346

Total Miscellaneous Expenses 1,02,009 3,37,346

Total Other Expenses (A+B+C+D) 1,83,68,224 1,62,97,883

UNITED TEXTILES LIMITEDNotes forming part of Balance Sheet and Statement of Profit and LossNote - 9

FIXED ASSETS

(Amount in Rs.)

As on Additions Sales/ As on Upto During the Sales/ Upto As on As on

April 1, 2013 Adjustment March 31, 2014 March 31, 2013 Year Adjustment March 31, 2014 March 31, 2014 March 31, 2013

Land 6,27,316 - - 6,27,316 - - - - 6,27,316 6,27,316

Factory Shed & Building 10.00% 59,53,103 - - 59,53,103 50,83,708 86,940 - 51,70,648 7,82,455 8,69,395

Plant and Machinery 13.91% 5,92,90,133 1,52,82,126 31,37,663 7,14,34,596 5,50,58,570 9,32,099 29,10,541 5,30,80,128 1,83,54,468 42,31,563

Electric Installation 13.91% 54,85,288 - - 54,85,288 42,97,766 1,65,184 - 44,62,950 10,22,338 11,87,522

Furniture and Fixtures 18.10% 1,11,556 - - 1,11,556 1,09,585 357 - 1,09,942 1,614 1,971

Office Equipments etc. 13.91% 5,26,999 - - 5,26,999 4,40,513 12,030 - 4,52,543 74,456 86,486

Vehicles 25.89% 22,71,374 32,62,297 17,15,644 38,18,027 15,80,378 7,84,769 11,96,116 11,69,031 26,48,996 6,90,996

TOTAL 7,42,65,769 1,85,44,423 48,53,307 8,79,56,885 6,65,70,520 19,81,379 41,06,657 6,44,45,242 2,35,11,643 76,95,249

PREVIOUS YEAR 7,42,65,769 - - 7,42,65,769 6,53,42,526 12,27,994 - 6,65,70,520 76,95,249

NET BLOCK

DESCRIPTION OF

ASSETS

Rate of

Dep.

GROSS BLOCK DEPRECIATION

UNITED TEXTILES LIMITEDNote: 24 Significant Accounting Policies and Notes Forming Part of Accounts

1. SIGNIFICANT ACCOUNTING POLICIES

i) BASIS OF PREPARATION OF FINANCIAL STATEMENTS

a) The financial statements are prepared under the historical cost convention as a going concern.

b)

ii) SALES

iii) FIXED ASSETS AND DEPRECIATION

a) VALUATION OF FIXED ASSETS

Fixed assets are stated at cost of acquisition inclusive of all incidental expenses related thereto.

b) DEPRECIATION

iv) INVENTORIES

The method of inventories valuation has been adopted as follows:-

v) INVESTMENTS

vi) RETIREMENT BENEFITS

a) Provident/Family Pension as a percentage, of salary/ wages for eligible employees.

b) Gratuity is accounted for on accrual basis, on the basis of actuarial valuation.

vii) TAXATION

a)

b)

viii) CONTINGENT LIABILITIES

Contingent Liabilities are not provided for in the accounts and are disclosed by way of note.

2

Sales are inclusive of excise duty, if any. However, goods produced after 7th July, 2004 is exempt from excise duty.

The Company follows the mercantile system of Accounting and recognises Income and Expenditure on Accrual

basis. Accounting policies not specifically referred to otherwise are consistent and in consonance with the

generally accepted accounting principles.

Internal Salaries and wages incurred during the year on repairs and maintenance have been charged directly to

Salaries and wages, the separate amounts of which are not ascertainable.

Deferred tax is accounted at the current rate of tax to the extent of temporary timing differences that originates in

one year and are capable of reversal in one or more subsequent years. However, no deferred tax asset is created

where there is no virtual certainty as to the sufficient future taxable profit.

Provision is made for income-tax liability estimated to arise on the results for the year at the current rate of tax in

accordance with Income- Tax Act, 1961.

Liability in respect of retirement benefits is provided and / or funded and charged to profit and loss account as

follows:-

Long Term Investments are stated at cost. In case there is permanent diminution in the value of investments,

provision for the same is made in the accounts.

Raw Material, Stores and spares, finished goods is valued at lower of cost or net realisable value. Cost is determined on

FIFO basis. Work in Process is valued at estimated cost or net realisable value whichever is lower. Cotton Waste is

valued at estimated net realisable value. Finished goods and Work in Progress includes cost of conversion and other

overheads incurred in bringing the inventories to their present location and condition.

Depreciation on all fixed assets have been provided on pro-rata basis on Written Down Value Method and at the

rates specified in Schedule XIV of the Companies Act, 1956.


(Amount in Rs.)

3 Remuneration to Managing Director/ Whole Time Director Year Ended Year Ended

March 31, 2014 March 31, 2013

a) Salaries 2,40,000 2,40,000

2,40,000 2,40,000

4 Other liabilities includes amount due to Director is Rs. 2,30,200/- (Previous Year Rs. 2,60,000/-).

5

6

7 The Company has not received any intimation from suppliers regarding their status under the Micro, Small and

Medium Enterprises Development Act, 2006 hence disclosures, if any, relating to amounts unpaid as at the year end

together with interest paid/payable as required under the said Act have not been given.

In the opinion of the management the realizable value of assets other than fixed assets and long term investments, in

the ordinary course of business would not be less than the amount at which they are stated.

The balances in respect of some of the Sundry Debtors/ Creditors and other advances are subject to confirmation. The

effect of the same in the opinion of the management, however not material, will be adjusted at the time of

confirmation/reconciliation.


8 EMPLOYEE BENEFITS

Disclosures required under Accounting Standard 15 - "Employee Benefits" ( Revised 2005)

(Amount in Rs.)

I. Defined Contribution Plans March 31, 2014 March 31, 2013

Contribution to Employees' Provident Fund 85,263 86,692

Contribution to Employees State Insurance Fund 52,517 52,143

II Defined Benefit Plans Rs. Rs.

Gratuity (Unfunded)

March 31, 2014

Gratuity (Unfunded)

March 31, 2013

A. Actuarial Assumptions

Discount Rate (per annum) 8.50% 8.50%

Future salary increase 6.00% 6.00%

Expect return on plan assets 0.00% 0.00%

Mortality rate LIC (1994-96) Ultimate LIC (1994-96) Ultimate

Rs. Rs.

Gratuity (Unfunded)

March 31, 2014

Gratuity (Unfunded)

March 31, 2013

B. Reconciliation of present value of obligation

Present value of obligation at the beginning of the year 3,19,155 2,88,761

Current Service Cost 48,288 48,196

Interest Cost 27,128 24,545

Actuarial (gain)/ loss (58,683) (42,347)

Benefits paid - -

Curtailments - -

Settlements - -

Present value of obligation at the end of the year 3,35,888 3,19,155

Rs. Rs.

Gratuity (Unfunded)

March 31, 2014

Gratuity (Unfunded)

March 31, 2013C. Reconciliation of fair value of plan assets

Fair value of plan assets at the beginning of the year - -

Expect return on plan assets - -

Actuarial (gain)/ loss - -

Contributions - -

Benefits paid - -

Assets distributed on settlement - -

Fair value of plan assets at end of the year - -

Rs. Rs.

Gratuity (Unfunded)

March 31, 2014

Gratuity (Unfunded)

March 31, 2013

D. Net (Asset)/Liability recognised in the Balance Sheet as at year end

Present value of obligation at the end of the year 3,35,888 3,19,155

Fair value of plan assets at end of the year - -

Net present value of unfunded obligation recognised as (asset)/liability in the

Balance Sheet

3,35,888 3,19,155

Rs. Rs.

Gratuity (Unfunded)

March 31, 2014

Gratuity (Unfunded)

March 31, 2013

E. Expenses recognised in the Profit and Loss AccountCurrent Service Cost 48,288 48,196

Interest Cost 27,128 24,545

Expect return on plan assets - -

Actuarial (gain)/loss recognised in the period (58,683) (42,347)

Past Service Cost - -

Curtailments - -

Settlements - -

Total expenses recognised in the Profit and Loss Account for the year 16,733 30,394

Actual return on plan assets -

Disclosures in accordance with Revised Accounting Standard (AS) - 15 on "Employee Benefits":

The above disclosures are based on information certified by the independent actuary and relied upon by the auditors.

The assumption of future salary increase takes into account the inflation, seniority, promotion and other relevant factors such as

supply and demand in the employment market.


9 Segment Reporting :

Company operates in a Single Primary Segment (Business Segment ) i.e. Cotton Yarn.

The Company does not have any Geographical segment.

10 Earning per Share (EPS) computed in accordance with Accounting

Standard 20 “Earning Per Share” (Amount in Rs.)

Basic and Diluted: Current Year Previous Year

Profit/(Loss) after Tax (in Rs.) 6,75,830 4,98,138

No. of Share Issued 30,00,000 30,00,000

EPS (Basic and Diluted) (in Rs.) 0.23 0.17

11 Related Parties Transactions:

List of Related Parties and Relationship (As identified by the Management)

(A) Key Management Personnel and There Relatives:

1. Sh Sushil Kr. Aggarwal Whole-time Director

2. Sh Arun Kumar Aggarwal Whole-time Director

3. Vivek Kumar Aggarwal Relative of Key Management Personnel

4. Smt. Natho Devi Relative of Key Management Personnel

(B) Transactions with related parties. (Amount in Rs.)

Current Year Previous Year

Salary (Including Allowances)

Arun Kumar Aggarwal 2,40,000 2,40,000

Vivek Kumar Aggarwal 2,40,000 2,40,000

Loan Repaid

Sushil Kumar Aggarwal - 5,00,000

Loan Taken

Sushil Kumar Aggarwal - 6,00,000

Outstanding Balance as on 31.03.2014

Unsecured Loan (Sushil Kumar Aggarwal) 3,67,800 3,67,800

Other Liabilities (Arun Kumar Aggarwal) 2,30,200 2,60,000

Key Management Personnel and

their RelativesDescription


12 Consumption of Raw Material, Stores and Spares

Current Year Previous Year

Value (Rs.) %age Value (Rs.) %age

Raw Material

Imported - - - -

Indigenous 8,60,40,318 100 7,96,67,773 100

Total 8,60,40,318 100 7,96,67,773 100

Stores and Spares

Imported - - - -

Indigenous 21,71,131 100 27,61,271 100

Total 21,71,131 100 27,61,271 100

13 CIF Value of Imports Current Year Previous Year

Value (Rs.) Value (Rs.)

Capital Goods 1,38,33,619 -

14

15 Note 1 to 24 are annexed to and from integral part of the Balance Sheet and Statement of Profit and Loss.



Chartered Accountants

Firm Regn No. 003273N

G.K. AGGARWAL

Partner

M.No.086622

PLACE : Hisar


SHALINI AGGARWAL

(Director)

DIN No: 00248578

Previous year figures have been regrouped/re-arranged to make them comparable with the Current Year's figures.

ARUN KUMAR AGGARWAL

Executive Director

DIN No: 00248510

Documents

UNITED - Bombay Stock Exchange · 2014-09-18 · Brief resume of Sh. Anil Kumar Gupta & Sh Ashok Kumar Aggarwal nature of their expertise in specific functional areas and names of