NAWRATAN ARTS LIMITED - MCX Stock Exchange · strong production base of wide range of fibres and yarns ranging from natural fibres to man-made fibres. While Indian textile industry

NAWRATAN ARTS LIMITED

THIRTY FIFTH ANNUAL REPORT

2015- 2016


CIN No. L51109WB1981PLC033431

BOARD OF DIRECTORS

SHRI. RADHESHYAM KANORIA - DIRECTOR

SHRI. MANOJ KUMAR SINGHI - DIRECTOR

SMT. TINA KHAITAN - DIRECTOR

SHRI. JAIPRAKASH GUPTA - DIRECTOR

AUDITORS

M/S. GOENKA SHAW & CO

Chartered Accountants, 8 Ganesh Chandra Avenue, 6TH Floor,

Kolkata- 700 013

REGISTERED OFFICE

9 , Biplabi Trilokya Maharaj Sarani, (Formerly Brabourne Road), 3rd Floor, Kolkata – 700 001

Email- Id: [email protected] Website: www.nawratan.com

REGISTRAR AND SHARE TRANSFER AGENTS

M/S. Maheshwari Datamatics Private Limited, 6, Mangoe Lane, 2nd Floor,

Kolkata- 700 001

DIRECTORS` REPORTDIRECTORS` REPORTDIRECTORS` REPORTDIRECTORS` REPORT

Dear Members,

The Board of Directors of Nawratan Arts Limited are pleased to present the Thirty Fifth (35th) Annual Report for the

Financial Year ended 31st March, 2016, together with the Auditors’ Report and Audited Accounts for the Financial Year

2015- 2016.

FINANCIAL RESULTS :

The summarized performance of the Company for the Financial Years 2015- 2016 and 2014- 2015 are as under:

Particulars Amount (Rs.)

Year ended 31.03. 2016 Year ended 31.03.2015

Total Revenue 1,04,13,464.00 95,29,999.00

Profit /Loss before Finance Cost, Depreciation and Taxation 1,07,333.00 53,087.00

Less: Finance Cost - -

Less: Depreciation - 1,368.00

Less: Provision for Taxation 33,166.00 15,992.00

Profit/(Loss) for the Year 74,167.00 35,727.00

Add: Balance B/F from Previous Year (3,39,237.00) (3,74,964.00)

Balance Profit /(Loss) C/F to the next year (2,65,070.00) (3,39,237.00)

FINANCIAL PERFORMANCE:

During the year under review, your Company achieved revenue from operations of Rs. 104.13 Lacs as against Rs. 95.30

Lacs in the Previous Year and recorded Profit before Finance Cost, Depreciation and Taxation of Rs. 1.07 Lacs as against

Re. 0.53 Lacs in the Financial Year 2015- 2016.

DIVIDEND & RESERVES:

The Board of Directors of your Company has decided not to declare any Dividend during the Financial Year so as to

retain the earnings for better working in the future. During the year, the Company proposes to transfer a sum of Rs. 0.74

lacs to the General Reserve during the Financial Year under review.

CHANGES IN SHARE CAPITAL:

There has been no change in the equity share capital of the Company during the Financial Year under review.

PUBLIC DEPOSITS:

Your Company has not accepted any public deposits and, as such, no amount on account of principal or interest on

public deposits was outstanding as on the date of the Balance Sheet.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

Your Company do not have any Subsidiary Company, Joint Venture Or Associate Companies as on the date of the

Balance Sheet.

LISTING:

The equity shares of the Company are presently listed on both The Calcutta Stock Exchange Ltd. and Metropolitan Stock

Exchange of India Limited and the listing fees to both the Stock Exchanges for the Financial Year 2015- 2016 have been

paid.

STATE OF THE COMPANY’S AFFAIRS AND FUTURE OUTLOOK:

The Company is solely concentrating in textile business and there has been no change in the business of the Company

during the financial year ended 31st March, 2016.

INDIAN TEXTILE INDUSTRY:

The Indian Textile Industry is one of the leading textile industries in the world. It is one of the key sectors of India’s

manufacturing segment as it contributes significantly to the economy in terms of employment generation and

foreign exchange revenue. Indian Textile and Apparel industry contributes about 14% to industrial production, 5%

to GDP and 17% to country’s export earnings. The domestic textile and apparel industry in India is estimated to

reach US$ 223 billion by 2021 from US$ 108 billion in 2015. The fundamental strength of this industry flows from its

strong production base of wide range of fibres and yarns ranging from natural fibres to man-made fibres. While

Indian textile industry has strong presence across the value chain, manufacturing value chain is unbalanced. India

is 2nd largest producer of man-made staple fibre. With 50 million spindles, India is one of the world’s leading and

most cost efficient producer of the spun yarn. While it has 2nd largest no. of looms globally, the organized mill

sector contributes only 5%. India needs to upgrade its loom as well as processing machinery. The Indian textile

industry is set for strong growth, buoyed by both strong domestic consumption as well as export demand.

OPPORTUNITIES AND CHALLENGES:

The future for the Indian textile industry looks promising, buoyed by strong domestic consumption. The

Government has introduced the Amended Technology Upgradation Fund Scheme (ATUFS) to give a further boost

for technology investment in the textile industry. The ATUFS targets employment generation, exports, conversion

of existing looms to better-quality technology looms and improved quality of processing industry. The ATUFS is

expected to act as a catalyst to the Government’s ‘Make in India’ campaign for the textile sector. Approval has also

been given for 24 new textile parks which will further create employment opportunities and investments. The long

awaited National Textile policy to be announced shortly will further accelerate growth in this sector.

However, there are several challenges ahead for the Textile industry for enhancing its competitive strength and

global positioning in terms of inflexible labour laws, poor infrastructure, competition from low cost neighbouring

countries which will have to be addressed to sustain the growth momentum of the industry.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred between the end of the

financial year to which this financial statement relates and the date of this report.

DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION &

REDRESSAL) ACT, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under

review, no case of sexual harassment was reported.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision

of section 134(3)(o) of the Companies Act, 2013 is not applicable and no disclosure is required by the Board.

DIRECTORS & KEY MANAGERIAL PERSONNEL:

During the Year, the Board of Directors appointed Mr. Jai Prakash Gupta on 14.11.2015 as an Additional Director of the

Company. Except this, there has been no change in Board of Directors of the Company during the Financial Year under review.

In view of the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 the Company has not appointed any whole time KMPs during the Financial Year under review.

PARTICULARS OF EMPLOYEES:

Statement of personnel particulars of employee’s pursuant to Section 197(12) of the Companies Act, 2013 are not

applicable since none of the employees are in receipt of remuneration in excess of the limits specified herein (Rs.

5,00,000/- per month or Rs. 60,00,000/- per annum) during the Financial Year under review.

DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 the Board of Directors here by state and confirm that:-

� In the preparation of the annual accounts, the applicable accounting standards have been followed along with

proper explanation relating to material departures;

� The Directors had selected such accounting policies and applied consistently and have made judgements and

estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as

at 31.03.2016 and of the profit of the Company for the year ended 31.03.2016;

� 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;

� The Directors had prepared the annual accounts on a going concern basis;

� 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; and

� The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that

such systems were adequate and operating effectively.

DETAILS OF BOARD MEETINGS:

During the Financial Year under review, seven meeting of Board of Directors was held i.e. on 28.05.2015, 12.08.2015,

14.11.2015, 12.02.2016, and 30.03.2016 and its details are as follows:

Name of Directors No. of Board Meeting(s) attended

Minakkshi Goenka 3/5

Radheshyam Kanoria 5/5

Manoj Kumar Singhi 5/5

Tina Khaitan 5/5

Jai Prakash Gupta 3/5

The Company has duly complied with the provisions related to Notice, Minutes and Meetings as prescribed under the

Companies Act,2013 and Rules made there under, if any.

COMMITTEES OF BOARD:

• AUDIT COMMITTEE:

In compliance with the provisions of section 177 of the Companies Act, 2013 and relevant rules made thereunder,

the Company has constituted the Audit Committee and the details of composition of the Audit Committee of the

Board of Directors are as under:

Name of Directors Chairman/ Members No. of Board Meeting(s) attended

Manoj Kumar Singhi Chairman 4/4

Tina Khaitan Members 4/4

Radheshyam Kanoria Members 4/4

• NOMINATION AND REMUNERATION COMMITTEE:

In compliance with the provisions of section 178 of the Companies Act,2013 and relevant rules made thereunder, the

Company has constituted the Nomination and Remuneration Committee and the details of composition of the

Nomination and Remuneration Committee of the Board of Directors are as under:

Name of Directors Chairman/ Members No.of Board Meeting(s) attended

Radheshyam Kanoria Chairman --

Manoj Kumar Singhi Members --

Minakkshi Goenka Members --

During the year under review, no meeting of Nomination and Remuneration Committee was held. Hence, no details

have been provided.

DECLARATION BY INDEPENDENT DIRECTOR:

Mrs. Tina Khaitan is Independent Director on the Board of your Company. The Non-Executive Independent

Director fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules

made there under and meet with the requirement of the SEBI (LODR) Regulations, 2015 entered into with the Stock

Exchanges. A format letter of appointment to Independent Director as provided in Companies Act, 2013 and the

SEBI (LODR) Regulations, 2015 has been issued and disclosed on the website of the Company viz.

www.nawratan.com. Further, the Independent Director of your Company, Mrs. Tina Khaitan in the meeting held

on 30.03.2016 has reviewed performance evaluation of Non-Independent Directors of the Company and other

agendas in line with the requirement of the Listing Agreement read with applicable provisions of Schedule IV of

the Companies Act, 2013 were transacted thereat.

STATUTORY AUDITORS,THEIR REPORT AND NOTES TO FINANCIAL STATEMENTS:

M/s. Goenka Shaw & Co., Chartered Accountants, Statutory Auditors the retiring auditors, during the Annual General

Meeting held on 30.09.2015, were appointed for a period of 3 years until the conclusion of 37th Annual General Meeting

to be held after that meeting, subject to ratification at every Annual General Meeting in terms of Section 139 of the

Companies Act 2013.The Board of Directors , therefore, recommends ratification of appointment for F.Y. 2016-17 of M/s.

Goenka Shaw & Co., Chartered Accountants, as statutory auditors of the company for the approval of Shareholders.

EXTRACT OF ANNUAL RETURN:

Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and

Administration) Rules, 2014, extract of annual return is enclosed as Annexure A.

SECRETARIAL AUDIT:

In terms of Section 204 of the Act and Rules made there under, Miss Deepika Chandak, Practicing Company Secretary,

had been appointed Secretarial Auditor of the Company. The Secretarial Audit Report, enclosed as Annexure B is self-

explanatory and does not call for any further comments.

PARTICULARS OF LOANS,GUARANTEES OR INVESTMENTS:

Your Company has not given any loan, guarantee and made any investment in accordance with the Section 186 of the

Companies Act, 2013.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM SYSTEM:

The Company as per the section 177 of the Companies Act, 2013 and applicable clause of the Listing Agreement

formulated the Vigil (Whistle Blower) Mechanism which aims to provide a channel to the Directors and employees to

report to the management instances of unethical behavior, actual or unsuspected fraud or violation of the Company’s

code of conduct. The policy provides adequate safeguard against victimization of employees and Directors who avail of

Whistle Blower/Vigil Mechanism and also provide for direct access to the Chairman of the Audit Committee etc.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year ended 31st March, 2015 were on an arm’s

length basis and were in the ordinary course of business. Therefore, the provisions of Section 188 of the Companies Act,

2013 were not attracted. Further, there are no materially significant related party transactions during the Financial Year

under review made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons

which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 is not

required, marked as “Annexure C”.

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013, the Board has carried out an annual performance evaluation of its

own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination &

Remuneration and Stakeholders Committee. The Board of Directors expressed their satisfaction with the evaluation

process.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION

The Nomination and Remuneration Committee of the Board has formulated the Nomination and Remuneration Policy,

which broadly laid down the various principles for selection, appointment and payment of remuneration. The said policy

provides the procedure for selection and appointment of Board Members, Key Managerial Personnel(KMPs) and Senior

Management Personnel (SMPs) of your Company along with detailed framework for remuneration to be paid to the

members of the Board of Directors, Key Managerial Personnel(KMPs) and the Senior Management Personnel (SMP) of the

Company.

The Nomination and Remuneration Committee identifies suitable candidates in the event of a vacancy being created on

the Board on account of retirement, resignation or demise of an existing Board member. Based on the recommendations of

the Committee, the Board evaluates the candidate(s) and decide on the selection of the appropriate member. The

Committee along with the Board, reviews on an annual basis, appropriate skills, characteristics and experience required

of the Board as a whole and its individual members. The Board members should be qualified, independent and have

positive attributes. Brief aforesaid Policy has been produced as hereunder:

(i) The remuneration policy aims to enable the Company to attract, retain and motivate highly qualified members for the

Board and other executive level.

(ii) The remuneration policy seeks to enable the Company to provide a well-balanced and performance-related

compensation package, taking into account shareholder’s interests, industry standards and relevant Indian corporate

regulations.

(iii) The remuneration policy will ensure that the interests of the Board members & senior executives are aligned with the

business strategy and risk tolerance, objectives, values and long-term interests of the Company and will be consistent

with the “pay-for-performance” principle.

(iv)Remuneration package largely consists of basic remuneration, perquisites, allowances and performance incentives.

The components of remuneration vary for different employee grades and are governed by industry patterns,

qualifications and experience of the employee, responsibilities handled by him ,his individual performances, etc.

INTERNAL FINANCIAL CONTROL:

The Company’s internal control system is designed to ensure operational efficiency, protection and conservation of

resources, accuracy and promptness in financial reporting and compliance with laws and regulations. Efforts are made by

the management to maintain a sound financial and commercial practice capable of improving the efficiency of the

operations and sustainability of the business. The system ensures that all the assets are safeguarded and protected against

loss from unauthorized use or disposition and those are authorized, recorded and reported correctly. All operating

parameters are monitored and controlled. The Audit Committee of the Board of Directors also reviews the adequacy and

effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

RISK MANAGEMENT POLICY:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to

minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the

realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure

which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management

controls risk through means of a properly defined framework.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status

of the Company and its future operations

CONSERVATION OF ENERGY, TECHNOLOGICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with the and Rule 8(3) of Companies (Accounts)

Rules, 2014 the Company has no activity involving conservation of energy or technology absorption, foreign exchange

earnings and outgo.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Clause 55 of the Listing Agreement with the Stock Exchanges is not applicable to your Company for the financial year ended March 31, 2016.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in

securities by the Directors, Officers and designated employees of the Company. The Code requires pre-clearance for

dealing in the Company’s shares and prohibits the purchase or sale of Company shares by the Directors, Officers and

the designated employees while in possession of unpublished price sensitive information in relation to the Company and

during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board of Directors and the designated employees have confirmed compliance with the Code.

ACKNOWLEDGEMENT:

Your Directors wish to place on record their appreciation of the contribution of employees at all levels. Your Directors

also take this opportunity to thank the Company’s Bankers, Shareholders and all others concerned for their valuable

support and co-operation extended to the Company.

Place: Kolkata

Date: 30.05.2016

For and on behalf of the Board

Sd/-

Radheshyam Kanoria Director

For and on behalf of the Board

Sd/-

Tina Khaitan

Director

Independent Auditor’s Report

The Members of M/s. Nawratan Arts Ltd. Report on the Financial Statements

1. We have audited the accompanying financial statements of M/s. Nawratan Arts Ltd which comprise the Balance Sheet as at 31st March 2016, the Statement of Profit and Loss, the 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

2. The Company’s Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act,2013 (“the Act”) with respect to the preparation and presentation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting principles generally accepted in India, including the Accounting Standards specified under section133 of the Act, read with Rule-7 of the Companies (Accounts) Rules, 2014. This responsibility includes maintenance of adequate accounting records in accordance with the provisions of the Act for safe guarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

3. Our responsibility is to express an opinion on these financial statements based on our audit. We have taken in to account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the Audit Report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

4. 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 financial control relevant to the Company’s preparation of the financial statements that give a true and fair view 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 Company’s Directors, as well as evaluating the overall presentation of the financial statements.

5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the financial statements. Opinion

6. In our opinion and to the best of our information and according to the explanations given to us, 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 :

i. in the case of the balance sheet, of the state of affairs of the Company as at 31st March 2016;

ii. in the case of the statement of profit and loss, of the profit for the year ended on that date; and

iii. 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

7. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”), issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the Annexure a

statement on the matters specified in paragraphs 3 and 4 of the Order.

8. As required by section 143(3) of the Act, we report that:

a. we have sought and 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 and proper returns/statements adequate for the purposes

of our audit have been received from garden not visited by us;

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 and with the returns/statements received from garden not

visited by us;

d. in our opinion, the aforesaid Financial Statements comply with the Accounting Standards specified

under section 133 of the Act, read with Rule 7 of the Companies (Accounts) rules 2014.

e. on the basis of written representations received from the directors as on 31st March 2016, and taken on

record by the Board of Directors, none of the directors is disqualified as on 31st March 2016, from being

appointed as a director in terms of sub-section (2) of Section 164 of the Act.

f. with respect to the adequacy of the internal financial controls over financial reporting of the company

and the operating effectiveness of such controls, refer to our separate report in “Annexure B”, and

g. with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the

companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:

i) The company does not have any pending litigation which would impact its financial position

ii) The company did not have any long term contracts including derivative contracts for which

there were any material foreseeable losses.

iii) There were amounts of `.1395/- lying in unclaimed dividend account, which were required to

be transferred to Investor Education and Protection Fund by the company.

For GOENKA SHAW & CO. Chartered Accountants Firm’s registration number: 319075E. Sd/- CA. Saroj K. Swain Partner Membership No: 061912 Place: Kolkata Date: The 30th day of May, 2016

Annexure “A” to the Independent Auditor’s Report The Annexure referred to in our report to the members of M/s. Nawratan Arts Ltd. for the year ended 31st March 2016. We report that:

(i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of its fixed assets. (b) As informed, the fixed assets have been physically verified by the management at the year end and no material discrepancies are reported to have been noticed on such verification. (c) The Company does not have any immovable properties, thus the paragraph 3(i)(c) of the order is not applicable to the company.

(ii) (a) The inventory has been physically verified by the management during the year. In our opinion the frequency of verification is reasonable. (b) In our opinion and according to the information & explanations given to us, the procedures 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.

(c) On the basis of our examination of records of inventory and in our opinion, the Company

is maintaining proper records of inventory. The discrepancies noticed on verification between

the physical stocks and the book records were not material in relation to the operation of the

company.

(iii) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has not granted any loans secured or unsecured to Companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013.Thus the paragraph 3(iii) of the order is not applicable to the company.

(iv) On the basis of our examination of the books of account and according to the information and explanations given to us, the Company has during the year complied with the provisions of Section 185 and 186 of the Companies Act, 2013, with respect to the loans and investments made.

(v) In our opinion and according to the information and explanations given to us, the Company has not accepted any deposit from the public within the meaning of section 73 to 76 or any other relevant provisions of the Companies Act, and the rules framed there under and the directives issued by the Reserve Bank of India. To the best of our knowledge and according to the information and explanations given to us, no order has been passed by the Company Law Board or National Company Law Tribunal or Reserve Bank of India or any court or any other Tribunal against the company.

(vi) The Company does not require to maintain the Cost records as prescribed by the central government under sub-section (1) of section 148 of the Act read with Rule 3 of the Companies (Cost Records and Audit) Rules, 2014, therefore the paragraph 3(vi) of the order is not applicable to the company.

(vii) (a) On the basis of examination of the books of account and according to the information &

explanations given to us, the Company is regular in depositing with appropriate authorities

undisputed statutory dues including provident fund, employees’ state insurance, income tax,

sales tax, wealth tax, service tax, duty of customs, duty of excise, value added tax an, cess and

other material statutory dues.

According to the information and explanations given to us, no undisputed amounts payable in

respect of provident fund, income tax, sales tax, value added tax, duty of customs, service tax,

cess and other material statutory dues were in arrears as at 31 March 2016 for a period of more

than six months from the date they became payable.

(b) According to the information and explanations given to us there are no statutory dues, which have

not been deposited on account of any dispute.

(viii) The Company does not have any loans or borrowings from any financial institution, banks, government or debenture holders during the year. Accordingly, paragraph 3(viii) of the Order is not applicable.

(ix) The Company did not raise any money by way of initial public offer or further public offer

(including debt instruments) and term loans during the year. Accordingly, paragraph 3 (ix) of the Order is not applicable

(x) According to the information and explanation given to us, no material fraud by the company or

on the company by its officers or employees has been noticed or reported during the course of

our audit.

(xi) The company has during the year not paid / provided for any managerial remuneration.

Accordingly, paragraph 3 (xi) of the Order is not applicable.

(xii) In our opinion and according to the information and explanations given to us, the company is not

a Nidhi company. Accordingly, paragraph 3(xii) of the order is not applicable.

(xiii) According to the information and explanations given to us and based on our examination of the

records of the company, transactions with the related parties are in compliance with sections

177 and 188 of the act where applicable and details of such transactions have been disclosed in

the financial statements in Note No.25 of the notes on financial statement as required by the

Accounting Standards(AS)-18.

(xiv) According to the information and explanations given to us and based on our examination of the

records of the company, the company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures during the year. Accordingly,

paragraph 3(xiv) of the order is not applicable.

(xv) According to the information and explanations given to us and based on our examination of the

records of the company, the company has not entered in to non-cash transactions with directors

or persons connected with him. Accordingly, paragraph 3(xv) of the order is not applicable.

(xvi) The company is not required to be registered under section 45-IA of the Reserve Bank of India Act,

1934.

For GOENKA SHAW & CO. Chartered Accountants Firm’s registration number: 319075E. Sd/- CA. Saroj K. Swain Partner Membership No: 061912 Place: Kolkata Date: The 30th day of May, 2016

Annexure “B” to the Independent Auditors’ Report Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of M/s.Nawratan Arts Ltd (“the

Company”) as of 31 March 2016 in conjunction with our audit of the standalone financial statements of the

Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based

on the internal control over financial reporting criteria established by the Company considering the essential

components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over

Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities

include the design, implementation and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to

company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the

accuracy and completeness of the accounting records, and the timely preparation of reliable financial

information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on Auditing,

issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent

applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls

and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note

require that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether adequate internal financial controls over financial reporting was established and

maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial controls

over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the

design and operating effectiveness of internal control based on the assessed risk. 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal financial

control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of

records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of

the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with authorizations of

management and directors of the company; and (3) provide reasonable assurance regarding prevention or

timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a

material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error or

fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over

financial reporting to future periods are subject to the risk that the internal financial control over financial

reporting may become inadequate because of changes in conditions, or that the degree of compliance with the

policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls system over

financial reporting and such internal financial controls over financial reporting were operating effectively as at

31 March 2016, based on the internal control over financial reporting criteria established by the Company

considering the essential components of internal control stated in the Guidance Note on Audit of Internal

Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For GOENKA SHAW & CO. Chartered Accountants Firm’s registration number: 319075E Sd/- CA. Saroj K. Swain Partner Membership No. 061912 Place : Kolkata. Date: The 30th Day of May, 2016

Note

No.

Figures as at

31.03.2016

Figures as at

31.03.2015

I

1

3 1,10,00,000 1,10,00,000

4 (2,65,070) (3,39,237)

3

5 45,366 49,737

(b) Other Current Liabilities 6 1,395 1,395

(c) Short Term Provisions 7 33,166 16,124

1,08,14,857 1,07,28,019

II

1

8

Tangible Assets - -

9 16,13,844 -

2

10 63,29,678 70,08,113 (a) Inventories

(a) Trade payables

(b)Reserve and surplus

Current liabilities

Non-current assets

ASSETS

TOTAL

(a) Fixed Assets

(a) Share capital

EQUITY AND LIABILITIES

Shareholder"s funds

Current assets

(b) Long term loans and advances


Balance sheet as at 31st March 2016

Particulars

(Amount in `.)

10 63,29,678 70,08,113

(b) Trade Receivables 11 17,71,000 10,45,150

12 9,84,213 25,75,804

13 81,870 98,952

(e) Other Current Assets 14 34,252 -

1,08,14,857 1,07,28,019

Notes on Financial Statements 1 to 27

As per our report annexed of even date

For Goenka Shaw & Co.

Chartered Accountants

Firm's Registration No.319075E For and on behalf of the Board

SD/- SD/- SD/-

CA.Saroj K. Swain Manoj Kumar Singhi Tina Khaitan

(Partner) Director

Membership No. 061912

Date: 30th Day of May, 2016

(a) Inventories

(c) Cash and Cash Equivalent

(d) Short term loans and advances

TOTAL

Note

No.

Figures for the

year ended

31.03.2016

Figures for the

year ended

31.03.2015

Income

I Revenue from operations 15 1,00,70,875 95,25,650

II Other income 16 3,42,589 4,349

III Total Revenue(I + II) 1,04,13,464 95,29,999

IV Expenses :

Purchase of Stock-in-Trade 17 85,85,638 25,49,400

(Increase)/Decrease in stock of Traded Goods 18 6,78,435 65,81,266

19 3,74,500 60,000

Depreciation and amortisation expenses 8 - 1,368

Other expenses 20 6,67,559 2,86,246

Total expenses 1,03,06,132 94,78,280

V 1,07,333 51,719

VI - -

VII 1,07,333 51,719

and tax (III-IV)

Profit before exceptional and extra ordinary items

Particulars

Profit before extraordinary items and tax (V-VI)

(Amount in `.)


Statement of Profit and loss for the year ended 31st March 2016

Employee benefit Expenses

Exceptional items

VII 1,07,333 51,719

VIII - -

IX 1,07,333 51,719

X

33,166 16,124

- (132)

- -

XI

74,167 35,727

XII 74,167 35,727

21 0.07 0.03

Notes on Financial Statements 1 to 27

As per our report annexed of even date


Chartered Accountants

Firm's Registration No.319075E For and on behalf of the Board

SD/- SD/- SD/-


(Partner) Director



Basic & Diluted earning per Equity Share:

(2) Tax adjustments of earlier years

Profit (loss) for the period

Profit before Tax (VII-VIII)

Tax expense :

(1) Current tax

Profit before extraordinary items and tax (V-VI)

operations (IX-X)

(3) Deferred tax

Profit (loss) for the period from continuing

Extraordinary items


2015-16 2014-15

A) Cash flow from operating activities

Net Profit / (Loss) before extraordinary items and tax 1,07,333 51,719

Adjustments for:

Depreciation and amortisation - 1,368

Interest income (3,42,589) (2,847)

Operating profit / (loss) before working capital changes (2,35,257) 50,240

Changes in working capital:

Adjustments for (increase) / decrease in operating assets:

Inventories 6,78,435 65,81,266

Trade receivables (7,25,850) (9,61,150)

Trade payables (4,371) 3,943

Other long term liabilty - (35,50,000)

(2,87,043) 21,24,299

Net income tax (paid) / refunds (33,292) (15,992)

Cash Flow Before Extra-Ordinary Items (3,20,335) 21,08,307

Extra-Ordinary Items - -

Net Cash From Operating Activities (3,20,335) 21,08,307

B) Cash flow from Investing activities


CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2016

(Amount in `.)

Short-term loans and advances - 10,485

Long-term loans and advances (16,13,844) 3,95,000

Interest Received 3,42,589 2,847

Net cash flow from / (used in) Investing activities (B) (12,71,255) 4,08,332

C) Cash flow from financing activities - -

Net cash flow from / (used in) financing activities (C) - -

Net increase / (decrease) in Cash and cash equivalents (A+B+C) (15,91,590) 25,16,639

Cash and cash equivalents at the beginning of the year 25,75,804 59,165

Cash and cash equivalents at the end of the year 9,84,215 25,75,804

Note : 1. Figures in bracket represent cash outflow.

2. Previous year's Figures have been regrouped/rearranged wherever necessary.

This is the Cash Flow Statement referred to in our report of even date.


Chartered Accountants For and on behalf of the Board

Firm's Registration No.319075E

SD/- SD/- SD/-


(Partner) Director



AS AT 31.03.16 AS AT 31.03.15

1,10,00,000 1,10,00,000

1,10,00,000 1,10,00,000

1,10,00,000 1,10,00,000

a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period

No. of shares No. of shares

1100000 1,10,00,000 1100000 1,10,00,000

1100000 1,10,00,000 1100000 1,10,00,000

b) Terms/rights attached to equity shares

The company has only one class of equity shares having a face value of Rs 10 per share. Each holder of equity shares

is entitled to one vote per share. In the event of liquidation of the company, the holders of equity shares will be

entitled to receive remaining assets of the company,after distribution of all preferential amounts. The distribution

will be in proportion to the number of equity shares held by the shareholders.

c) Details of shareholders holding more than 5% shares in the company

No. of shares % No. of shares %

Authorised:

11,00,000 (Pr. Year 11,00,000) Equity shares of Rs 10/- each

Issued, Subscribed & Paid up

Closing

TOTAL

11,00,000 (Pr. Year 11,00,000) Equity shares of Rs.10/- each

3. SHARE CAPITAL

Opening

fully paid up in cash

(Amount in `.)


NOTES ON FINANCIAL STATEMENT FOR THE YEAR ENDED 31st MARCH 2016

No. of shares % No. of shares %

Equity Shares of Rs. 10/- each fully paid

Pradeep Goenka 4,23,940 38.54 4,23,940 38.54

LHP Pvt Ltd 2,56,560 23.32 2,56,560 23.32

Minakkshi Goenka 77,250 7.02 77,250 7.02

7,57,750 68.89 7,57,750 68.89

(3,39,237) (3,74,964)

Add: Surplus (Deficit) for the period 74,167 35,727

(2,65,070) (3,39,237)

- -

(2,65,070) (3,39,237)

5. TRADE PAYABLES

Total Outstanding dues of MSEs - -

Total Outstanding dues of creditors other than MSEs 45,366 49,737

45,366 49,737

As at31 March 2016, there are no outstanding dues to MSEs (Previous Year - NIL)

There is no interest due or outstanding on the same.




SD/- SD/- SD/-


(Partner) Director


Closing Balance

Statement of Profit & Loss Account

4. RESERVE AND SURPLUS

Opening Balance

Less: Appropriations



6. OTHER CURRENT LIABILITIES

Unclaimed Dividends 1,395 1,395

1,395 1,395

Unclaimed dividends represent the amount due to be transferred / Credited to Investor Education Protection Fund.

7. SHORT TERM PROVISIONS

Provision For Taxation #REF! #REF!

#REF! #REF!

8. FIXED ASSETS

(As per separate sheet enclosed) - -

9. LONG TERM LOANS AND ADVANCES

Unsecured Considered Good

Aarogyam Solutions Pvt. Ltd. 16,13,844 -

16,13,844 -

10. INVENTORIES (As taken, valued and certified by the Management)

Traded Goods 2,315 2,315

Detail of Inventories of Traded Goods

Shares 12,000 52,95,333

Textile 63,17,678 17,12,780

63,29,678 70,08,113

11.TRADE RECEIVABLES

Unsecured Considered Goods


Unsecured Considered Goods

Debts over 6 Months - 10,45,150

Other debts 17,71,000 -

17,71,000 10,45,150

12. CASH AND CASH EQUIVALENT

Cash in hand (As certified by the Management) 10,430 25,422

Balances with Banks:

In Current Accounts 9,71,468 25,48,067

In Earmark Account 2,315 2,315

9,84,213 25,75,804

12.01. Current & earmark accounts with Punjab National Bank are subject to confirmation.

13. SHORT TERM LOANS AND ADVANCES

Balance with revenue Authority 81,870 98,952

81,870 98,952

14. OTHER CURRENT ASSETS

Advance Tax/Tax Deducted at Sources 34,252 -

34,252 -

15. REVENUE FROM OPERATION

Sale of Traded Goods 1,00,70,875 95,25,650

1,00,70,875 95,25,650




SD/- SD/- SD/-


(Partner) Director(Partner) Director



Details of sale of Traded Goods

Jewellary - 35,50,000

shares 51,04,575 46,86,750

Textile 49,66,300 12,88,900

1,00,70,875 95,25,650

16. OTHER INCOME

Interest Received 3,42,589 2,847

Misc. Receipt - 1,502

3,42,589 4,349

17. PURCHASE

Stock-in-Trade 85,85,638 25,49,400

Details Of Purchase

Textile 85,85,638 25,49,400

85,85,638 25,49,400

18. (INCREASE)/DECREASE IN STOCK OF TRADED GOODS

Closing Stock 63,29,678 70,08,113

70,08,113 1,35,89,379

6,78,435 65,81,266

Details of Closing Stock of Traded Goods

Shares & Securities 12,000 52,95,333

Textile goods 63,17,678 17,12,780

63,29,678 70,08,113

19. EMPLOYEE BENEFIT EXPENSES

3,74,500 60,000

3,74,500 60,000

20. OTHER EXPENSES

Advertisement 1,11,973 27,221


Salaries and allowanance

Opening Stock

Advertisement 1,11,973 27,221

Auditors Remuneration:

For Statutory Audit 15,000 10,000

For Tax Audit 5,000 -

Printing & Stationery 1,13,870 -

Conveyance 64,500 1,540

Postage and telegram 25,200 8,950

Repairs & Maintenance 27,650 -

General charges 2,05,806 1,73,788

Demat charges 1,718 13,482

Filing fees 59,592 18,600

Professional charges 37,250 32,665

6,67,559 2,86,246

21. EARNINGS PER SHARE(EPS)

Net Profit after tax as per Statement of Profit & Loss 74,167.00 35,727.00

attributable to Equity Shareholders (Rs. )

Weighted Average Number of equity shares used as 11,00,000 11,00,000

denominator for calculating EPS

Basic/Diluted Earnings per share(Rs.) 0.07 0.03

Face Value per equity shares (Rs.) 10/- 10/-




SD/- SD/- SD/-


(Partner) Director(Partner) Director



8. FIXED ASSETS (AT COST)

As at Addition Sales/ As at Up to For Sales/ Up to As at As at

01.04.2015 During the year Adjustments 31.03.201601.04.2015The Year Adjustments 31.03.201631.03.201631.03.2015

Computer 75,000 - - 75,000 75,000 - - 75,000 - -

75,000 - - 75,000 75,000 - - 75,000 - -

Previous Year 75,000 - - 75,000 73,632 1,368 - 75,000 -




SD/- SD/- SD/-


(Partner) Director




Total

Net Carrying Amount

Tangible Assets

Description

Gross Carrying Amount Depreciation/Amortisation/Impairment

22. Contigent Liabilities not Provided for : Nil ( Pr. Year Nil)

23. The Company does not have any deferred tax liability as on the date of Balance Sheet.

24. In terms of the Accounting Standard (AS)-17, issued by the ICAI, the business segment has been identified as reportable segment

during the year and accordingly segmant reporting has been made.

Segment Information :

(Rs. in Lacs)

Particulars Fabrics Shares Jewellery Total

Segment Revenue 49.66 51.04 - 100.70

(12.89) (46.87) (35.50) (95.26)

Segment Result 9.85 (1.79) - 8.06

(4.52) (-21.50) (20.93) (3.95)

Unallocated income - - - 3.43

- - - (0.04)

Expenditure - - - 10.42

- - - (3.46)

Finance Charges (Net) - - - -

- - - -

Depreciations (Net) - - - -

- - - (0.01)

Profit/(Loss) before tax 1.07

(0.52)

Tax expense 0.33

(0.16)


Primary: Business Segment

Segment wise Revenue Results

(0.16)

Profit/(Loss) after tax 0.74

(0.36)

Segment Assets 80.89 0.12 - 81.01

(27.58) (52.95) - (80.53)

Unallocated Assets - - - 27.14

- - - (26.75)

Segment Liabilities - - - -

- - - -

Unallocated Liabilities - - - 0.80

- - - (0.67)

Capital Expenditure - - - -

- - - -

Non cash expenditure

other than depreciation - - - -

- - - -

Capital Employed - - - 107.35

- - - (106.61)

Figures in parenthesis represent for the previous year.




SD/- SD/- SD/-


(Partner) Director



25. Related Party Disclosures as required by Accounting Standard-18 :-

i) Key Managerial Personnel (KMP) and Relatives of such Personnel

a) Pradeep Goenka

b) Minakkshi Goenka

c) Tina Khaitan

d) Aparijita Goenka

ii) Enterprise over which the KMPs & their relatives having significant influences

a) Meenakshi Properties Pvt Ltd

b) Jayam Viniyog & Mercantiles Pvt Ltd

c) LHP Pvt Ltd.

d) JM Goenka Lok Kalyan Kosh.

iii) Transactions with Related Party

Particulars

Sale of Shares

Pr. Year

26. Income & Expenditure in foreign currencies : Nil (Pr. Year Nil)

27. Previous year figures have been reclassified / regrouped/rearranged wherever considered necessary.




SD/- SD/- SD/-


(Partner) Director

KMPs & their relativesEnterprise over which the KMPs & their

relatives having significant influences

Balance As on 31st

March, 2016

Nil99,800.00 Nil

Nil Nil

(Partner) Director



Documents

NAWRATAN ARTS LIMITED - MCX Stock Exchange · strong production base of wide range of fibres and yarns ranging from natural fibres to man-made fibres. While Indian textile industry