katare spinning mills ltd.€¦ · (expired on 27.07.2015) managing director director director...

60
35th ANNUAL REPORT AND ACCOUNTS 2014 - 2015 BOARD OF DIRECTORS Shri. V. T. Katare Shri. K. T. Katare Shri. S. T. Katare Shri. S. B. Inamdar Shri. Y. N. Konda Shri. U. M. Mahindrakar Mrs. V. K. Katare Chairman & Executive Director (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant Ganesh Complex, 276, Sakhar Peth, Solapur - 413005. SPINNING MILL Kamalanagar, Tamalwadi - 413 601 Tal. : Tuljapur, Dist. Osmanabad. HOTEL TRIPURSUNDARI Civil Lines, Solapur - 413 001 REGISTERED OFFICE "KAMALA" 259, Sakhar Peth, Solapur - 413 005 BANKERS Bank of India, Main Branch, Solapur – 413 002. REGISTRAR & TRANSFER AGENTS Link Intime India Pvt. Ltd., Akshay Complex, Block No. 202, 2nd Floor, Opp. Dhole Patil Road, Pune - 411 001. E-mail : [email protected] Katare Spinning Mills Ltd. SOLAR POWER PROJECT Kamalanagar, Tamalwadi - 413 601 Tal. : Tuljapur, Dist. Osmanabad.

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Page 1: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

35th ANNUAL REPORT AND ACCOUNTS

2014 - 2015

BOARD OF DIRECTORS

Shri. V. T. Katare

Shri. K. T. Katare

Shri. S. T. Katare

Shri. S. B. Inamdar

Shri. Y. N. Konda

Shri. U. M. Mahindrakar

Mrs. V. K. Katare

Chairman & Executive Director (Expired on 27.07.2015)

Managing Director

Director

Director

Director

Director

Director (From 28.02.2015)

AUDITOR

G. M. PAWLE

Chartered Accountant

Ganesh Complex, 276, Sakhar Peth,

Solapur - 413005.

SPINNING MILL

Kamalanagar, Tamalwadi - 413 601

Tal. : Tuljapur, Dist. Osmanabad.

HOTEL TRIPURSUNDARI

Civil Lines, Solapur - 413 001

REGISTERED OFFICE

"KAMALA"

259, Sakhar Peth,

Solapur - 413 005

BANKERS

Bank of India,

Main Branch, Solapur – 413 002.

REGISTRAR & TRANSFER AGENTS

Link Intime India Pvt. Ltd.,

Akshay Complex, Block No. 202, 2nd Floor,

Opp. Dhole Patil Road,

Pune - 411 001.

E-mail : [email protected]

Katare Spinning Mills Ltd.

SOLAR POWER PROJECT

Kamalanagar, Tamalwadi - 413 601

Tal. : Tuljapur, Dist. Osmanabad.

Page 2: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

Page 3: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

3

K. T. KATAREManaging Director

(DIN No.-00645013)

By order of the Board of Directors

Notice is hereby given that 35th Annual General Meeting of the Shareholders of

the Company will be held on Wensday, the 30th September, 2015 at 11.00 a.m. (I.S.T.) at

C-2, M.I.D.C., Akkalkot Road, Solapur - 413006 to transact with or without modification as

may be permissible, the following business :

ORDINARY BUSINESS:

1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2015 and

Statement of Profit and Loss for the year ended on that date and the Reports of the

Board of Directors and the Auditors of the Company

2. To appoint a Director in place of Shri. S.T.Katare who retires by rotation and being

eligible offers himself for re-appointment.

3. To appoint a Director in place of Shri. Y.N.Konda who retires by rotation and being

eligible offers himself for re-appointment.

4. Mrs.V.K.Katare was appointed as a additional director as on 28.02.2015 to comply with

SEBI requirement for appointment of a lady member on the Board of Director. The

appointment of the Mrs.V.K.Katare to be regularized.

5. To appoint Auditors in terms of section 139(I) of the company Act, 2013 and authorizing

to Board of Director to fix their remuneration.

N O T I C E

Solapur August 31, 2015

Katare Spinning Mills Ltd.

Page 4: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

NOTES :

1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APOINT A PROXY TO ATTEND

AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER.

2. The proxy as per the format given in Annual Report should be duly filed, stamped, signed and

received by the Company at its Registered Office not less than 48 hours before the time for

holding the meeting.

3. Member/proxies should bring duly-filed Attendance Slips sent herewith to attend the meeting.

4. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of

names will be entitled to vote.

5. The Register of Members and the Transfer Books of the Company will be closed from 23rd

September 2015 to 30th September 2015 ( both days are inclusive)

6. As per the provision of the Companies Act, 1956, facility for making nominations is available for

members in respect of shares held by them. Nomination forms can be obtained from the

Company's registrar and Transfer Agent.

7. Members are requested to intimate their email ids to the Company and also to the Company's

Registrar and Transfer Agents, Link Intime India Pvt. Limited., Akshay Complex, Block No.202,

2nd Floor opp: Dhole Patil Road, Pune - 400 001. email : [email protected]. This is

now mandatory.

8. Members may please note the contact details of the Company's Registrar and Transfer Agents,

Link Intime India Pvt. Limited., Akshay Complex, Block No.202, 2nd Floor opp: Dhole Patil

Road, Pune - 400 001. email : [email protected].

9. Members are requested to notify the change in their Address, Bank Details, E-mail etc. if any, to

the Companies Registrar and Transfer Agents. Shareholders should quote their folio

numbers./DP ID in all their correspondence with the Company and the Registrar and Transfer

agents.

10. As per Securities and Exchange Board of India ( SEBI ) notification, submission of Permanent

Account Number ( PAN ) is compulsorily required for participating in the securities market,

deletion of name of deceased share holder or transmission/transposition of shares. Members

holding shares in dematerialized mode are requested to submit the PAN details to their

Depository Participant, Whereas Members holding shares in physical form are requested to

submit the PAN details to the Companies Registrars and Transfer Agents.

11. The company has de materialized its equity shares to CDSL and NSDL and Company's ISIN

Number is INE498G01015. Members who have shares in physical form, are requested to de

materialize their shares.

12. Ministry of Company Affairs by vide circular number 17/95/2011 CL-V, has taken a green

initiative in the Corporate Governance and clarified that service of document ( Notice, Annul

Reports etc.) to member through electronic mode is in compliance with the relevant provision of

companies act, 1956. The Company is concerned about the environment and utilizes natural

resources in a sustainable way. Members are requested to register their email addresses,

through written application, with Company's Registrar and Transfer Agents to unable the

4

Katare Spinning Mills Ltd.

Page 5: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

5

Company to send notice, annual reports and other communication via email.

13. The notice of 35th Annual General Meeting and instructions for e-voting, along with the

attendance slip and Proxy Form, is being sent by electronic mode to all members whose e-mail

addresses are registered with the Company/Depository participant (s) unless a member has

requested for a hard copy of same. For members who have not registered their e-mail

addresses, physical copies of the aforesaid documents are being send by the permitted

mode.

The instructions for shareholders voting electronically are as under:

(i) The voting period begins on 24.09.2015, 09.00 A.M.(IST) and ends on 25.09.2015, 06.00

P.M.(IST) During this period shareholders' of the Company, holding shares either in physical

form or in dematerialized form, as on the cut-off 04.09.2015 of, may cast their vote electronically.

The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) The shareholders should log on to the e-voting website www.evotingindia.com.

(iii) Click on Shareholders.

vi) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.

(v) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted

on an earlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

Page 6: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

6

(viii) After entering these details appropriately, click on "SUBMIT" tab.

(ix) Members holding shares in physical form will then directly reach the Company selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menu

wherein they are required to mandatorily enter their login password in the new password field.

Kindly note that this password is to be also used by the demat holders for voting for resolutions

of any other company on which they are eligible to vote, provided that company opts for e-

voting through CDSL platform. It is strongly recommended not to share your password with any

other person and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on the

resolutions contained in this Notice.

(xi) Click on the EVSN for the relevant KATARE SPINNING MILLS LTD. on which you choose to vote.

(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the

option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies that

you assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.

(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation

box will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote,

click on "CANCEL" and accordingly modify your vote.

(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.

(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on

the Voting page.

(xvii) If Demat account holder has forgotten the same password then Enter the User ID and the image

verification code and click on Forgot Password & enter the details as prompted by the system.

Katare Spinning Mills Ltd.

PAN

For Members holding shares in Demat Form and Physical Form

Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable

for both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository

Participant are requested to use the sequence number which is printed on

Postal Ballot / Attendance Slip indicated in the PAN field.

DOB Enter the Date of Birth as recorded in your demat account or in the company records

for the said demat account or folio in dd/mm/yyyy format.

Dividend Bank Details

Enter the Dividend Bank Details as recorded in your demat account or in the company

records for the said demat account or folio.

Please enter the DOB or Dividend Bank Details in order to login. If the details

are not recorded with the depository or company please enter the member id /

folio number in the Dividend Bank details field as mentioned in instruction (iv).

Page 7: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

(xviii) Note for Non - Individual Shareholders and Custodians

" Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are

required to log on to www.evotingindia.com and register themselves as Corporates.

" A scanned copy of the Registration Form bearing the stamp and sign of the entity should be

emailed to [email protected].

" After receiving the login details a compliance user should be created using the admin login and

password. The Compliance user would be able to link the account(s) for which they wish to vote

on.

" The list of accounts should be mailed to [email protected] and on approval of

the accounts they would be able to cast their vote.

" A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in

favour of the Custodian, if any, should be uploaded in PDF format in the system for the

scrutinizer to verify the same.

(xix) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked

Questions ("FAQs") and e-voting manual available at www.evotingindia.com, under help

section or write an email to [email protected].

7

Katare Spinning Mills Ltd.

K .T. KATAREManaging Director

(DIN No.-00645013)

By order of the Board of Directors

Solapur August 31, 2015

Page 8: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

THE MEMBERS OF KATARE SPINNING MILLS LTD.

Your Directors have pleaser in presenting their THIRTY FIFTH Annual Report on the business

and operations of the Company together with the Audited Statement of Accounts for the year

ended 31st March,2015.

1. Financial Highlights:

DIRECTOR'S REPORT

2. OPERATIONS

Solar Power Project

The Company has already Commissioned Rooftop Solar Power Project at hotel and

has getting good benefit by way of reduction in monthly electricity bills.

Considering the involment of power part in the cost of finished goods, the Company

has decided to set up 1 MW power project for captive consumption and accordingly

pleased to inform you that the Company has successfully commissioned 1 MW solar

plant for captive consumption in the month of 22nd April 2015. This is the first net

metering installation in the Maharahstra so the Company will save the cost of

Rs.8.10 per unit and we expect about19 lacs units will be generated per annum so

that the Company will save electricity bill substantially during the current year.

8

(` in Lacs)

Particulars 2014-2015 2013-2014

3661.69

71.92

168.45

-96.53

62.72

0

-159.24

1.34

26.50

202.94

18.53

322.84

332.07

175.92

146.92

3770.13

324.41

247.16

77.25

79.88

20.71

18.08

0.39

20.83

-15.11

-17.47

321.78

304.31

0

304.31

Turnover

Profit Before Interest & Depreciation

Less : Interest

Profit before depreciation

Less : Depreciation

Add : Transfer from Revaluation Reserve

Profit after depreciation & before taxation

Add : Excess provision in the last year

Less: Tax expenses relating to previous year

Add/Less: Deferred Tax Liability/Assets

Profit / loss for the period

Add : Balance carried from previous year

Amount available for appropriation

Less : Transitional effect on revision of depreciation on

Katare Spinning Mills Ltd.

useful life of assets in accordance with schedule II

Profit carried forward

Page 9: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

9

3. DIVIDEND

Your Directors do not recommend any dividend for the year under report.

4. DIRECTORS

(a) The Directors express their profound sorrow at the sad demise of Vijay T

Katare,who was being an ardent, philanthropist, hardworking and place on record

their deep sense of appreciation for the valuable services rendered by him during

association as a founder Director and later on a Chairman and Executive Director of

the Company prior to his demise.

(b) Miss. Vidhyawati K.Katare has been appointed as an Additional Director of the

Company w.e.f. 28.02.2015 pursuant to the provisions of Article 110 of the Articles

of Association of the Company. Miss. Vidhyawati has been associated for a long

period with the industrial family of Katare and already on the Board of other sister

companies and trusty of the Charitable institution and thus has vast experience in

the industrial and also social field which will be beneficial to the Company. This will

also fulfill the requirement of having a woman Director on the Board of Directors

under the Companies Act, 2013. She will hold office upto the date of the

forthcoming Annual General Meeting and being eligible, offers herself for being

appointed as a Director of the Company, liable to retire by rotation.

(c) Under Article 130 of Articles of Association of the Company,Mr. S.T.Katare and Mr Y

N Konda, both Directors of the company retire by rotation and being eligible offers

them self for reappointment.

5. RESERVES

No amount out of current year's profit was transferred to the General Reserves.

6. CORPORATE GOVERNANCE

Your Company believes that Corporate Governance is a code of self discipline. In the

line with this policy, the Board of Directors strongly believes that it is very important

that the Company follows healthy Corporate Governance practices and reports to

the shareholders the progress made on the various measures undertaken. The

Corporate Governance Certificate from Statutory Auditor regarding compliance of

conditions of corporate governance as stipulated in Clause 49 of the Listing

agreement is annexed with this report.

7. AUDITORS

G. M. Pawale, chartered accountants, Solapur hold office until the conclusion of the

ensuing Annual General Meeting and are eligible for reappointment. The members

are requested to re-appoint them as Auditors of the Company.

8. INTERNAL FINANCIAL CONTROL:

The Company has in place internal financial control systems, commensurate with

the size and complexity of its operations to ensure proper recording of financial and

operational information and compliance of various internal controls and other

Katare Spinning Mills Ltd.

Page 10: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

10

Katare Spinning Mills Ltd.

regulatory and statutory compliances. The internal auditor monitors and evaluates

the efficacy and adequacy of internal control systems in the Company. Based on the

report of the internal auditor, respective departments undertake corrective action in

their respective areas and thereby strengthen the controls. Significant audit

observations and corrective actions there on are presented to the Audit Committee

of the Board.

9. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE

EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign

exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies

Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014, is annexed

herewith separately.

10. Secretarial Audit Report:

In terms of Section 204 of the Companies Act, 2013 and Rules made there under,

M/s. Upasani and Co., Practicing Company Secretary, Dombivli (E) has been

appointed Secretarial Auditor of the Company. The report of the Secretarial Auditor

is enclosed herewith. The report is self-explanatory however; the Company has

initiated necessary steps to comply with queries mentioned under the Secretarial

Audit Report as per the provisions of the Companies Act, 2013 and the Listing

Agreement.

11. FIXED DEPOSITS

The Company has not accepted or renewed any deposits from the public during the

year under review in terms of the Companies (acceptance of deposits) Rule,2014.

12. PARTICULARS OF EMPLOYEES

There are no employee drawing remuneration exceeding the limits prescribed

under Section 134(3) (q) read with Rule 5 of Rules 2014 and hence no details are

required to be annexed to this report.

13. SAFETY MEASURES

i. INSURANCE.

Your Company continued to cover all assets mainly; plant & machinery, building,

materials, stock, furniture & fixtures against possible risks like fire, flood, terrorism

and earthquake.

ii. INDUSTRIAL RELATIONS

The industrial relations at the plants of the Company during the year under review

continued to be cordial throughout the year.

14. LISTING OF SHARES & SECURITIES

The Company's Shares are listed on the BOMBAY STOCK EXCHANGE LIMITED

Page 11: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

K .T. KATAREManaging Director

(DIN No.-00645013)

11

By order of the Board of Directors

Solapur August 31, 2015

15. DIRECTORS RESPOSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with

the provision of Section 134(3)(c) read with Section 134(5) of the Companies Act,

2016 in the preparation of annual accounts for the year ended on 31st March,2015

and state that

1. In the preparation of the annual accounts, the applicable accounting standard

had been followed along with proper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them

consistently and made judgment 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 covered under this report and of the profit and loss of the Company for

that period.

3. 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.

4. The Directors had prepared the annual accounts on a going concern basis.

5. The Directors had laid down internal financial control to be followed by the

Company and that such internal financial control are adequate and were operating

effectively: and

6. The Directors had devised proper systems to ensure compliance with the

provision of all applicable laws and that such systems were adequate and operative

effectively.

16. APPRECIATION

Your Directors would like to place on record their appreciation for the co-operation

and assistance received from the banks, for the utmost confidence reposed in the

management by the shareholders and customers during the year under review.

Your Directors wish to thank for the services of the executive, staff and workers of

the Company at all levels for their dedication, devotion, determination and

discipline. The Directors express their profound thanks to the shareholders for their

continued support and goodwill and they look forward to the future with confidence.

Katare Spinning Mills Ltd.

Page 12: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

ANNEXURE TO DIRECTORS REPORT

12

Katare Spinning Mills Ltd.

578647

7011212

12.12

Sr.No

Particulars Spinning Division Hotel Division

Current Year

Previous Year

Current Year

Previous Year

a) Electricity

Purchased Units from MSEDCL 1799520

13404709

7.45

Total Amount Rs. 7692018 Rate Unit Rs.

b) Own Generation i) Diesel Generator

Unit --- -

Rate per unit Rs.

---

-

ii)

Solar Plant Unit

64490

Rate per unit Rs. -

60374

-

2398980

16882092

7.04

Information as required under rule 8 (3) of the companies (accounts) Rule 2014

A) Energy Conservation taken :

i) Switching off unwanted lights.

ii) Use of natural lights as far as possible.

iii) Humidification plants not operated during favorable climatic conditions.

iv) Control over slippage.

v) The Company has replaced HDP Ring Tubes and introduced light weight ABS Tubes for Ring Frame. Because of this the Company is getting more Yarn contents and about 1.5% power saving in the power consumption.

B) Additional investment and proposal, if any being implemented for reduction of consumption of energy. The management is actively considering different areas viz.

a) Solar Power Panel.

b) Change in Humidification Plant (Cell Type Air Washer) with the help of ATIRA where power can be saved.

c) Installation of appropriated energy saving devices.

d) Impact of measures at (a) and (b) above for reduction of energy consumption and consequent impact on the cost of production.

The above measures will save energy and to that extent the cost of goods produced will be reduced.

FORM "A"

A) POWER & FUEL CONSUMPTION

--- -

Page 13: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

13

FORM "B"

RESEARCH & DEVELOPMENT

1. Specific Areas in which R & D i) R & D carried out to increase the strength

Carried out by the Company. of the yarn for better weaving results and

to supply fault - free and improved quality of

yarn for Auto Looms.

ii) Several Steps have been taken to reduce

and product faults and breakage and waste

percentage.

2. Benefits derived as result R & D Reduction in cost output, improvement in

Carried out by the company. Quality introduction of new varieties of

Yarn better marketability.

3. Future Plan of action The above activities shall continue &

more effects in this direction will be

made appropriate testing machines

& other suitable equipment are going to

be added.

4. Expenditure on R & D The separate division has been

established to act above activities and

A) Capital Rs. 380878.00 the expenditure is merged with the

B) Recurring Rs. 0.00 various expenses.

C) Total Rs. 380878.00

D) Total R & D. Expenditure

Technology absorption

Adaptation & innovation

a. Effort in brief towards technology The plants are based on indigenous

Absorption, adaptation technology. Every effort is made to know

and innovation. the latest development in technology in

India as well as abroad. Latest machines

like Rotors are installed in place of Ring

Frames as far as possible within permissible

financial resources.

b. Benefits derived as a results of After adaptation of Modern machines with

Above efforts e.g. output, latest technology the Company reduced

improvement cost reduction, considerable improvement in market

production, development import demand of our products.

substitution.

5. Details of imported Technology. No Technology has been imported during

the last 5 years.

K .T. KATAREManaging Director

By order of the Board of Directors

Solapur August 31, 2015

Katare Spinning Mills Ltd.

Page 14: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

MANAGEMENT DISCUSSION AND ANALYSIS

14

Katare Spinning Mills Ltd.

1. Current Scenario

For the Textiles industry, the global focus is shifting from China to India due to cost and stability factors. The Government's positive steps are expected to help this shift and if foreign investment in textile retail materialises, the consumption of the textile product in the domestic market should increases in the year to come.

Recently, Government has withdrawn the requirement of export contract registration for cotton and cotton yarn and now these are in the free list, without any requirement of registration, which should boost export of cotton yarn and simultaneously, the domestic market is expected to improve.

2. Business Segment

a) Solar Power Project

The Company has already Commissioned Rooftop Solar Power Project at hotel and has got good benefit by way of reduction in monthly electricity bills.

Considering the involment of power part in the cost of finished goods, the Company has decided to set up 1 MW power project for captive consumption and accordingly pleased to inform you that the Company has successfully commissioned 1 MW solar plant for captive consumption in the month of 22nd April 2015. This is the first net metering installation in the Maharashtra so the Company will save the cost of Rs 8.10 per unit and we expect about19 lacs units will be generated per annum so that the Company will save electricity bill substantially during the current year.

b) Hotel :

Recently the Government of India has declared Smart City status to Solapur City hence a good investment will take place to develop the city. Also NTPC and Cement projects are coming up with in a short period and it help to development in tourism and increase in hotels occupancy throughout the year.

c) Textiles :

The company achieved a turnover of Rs. 3661.69 lacs as against Rs. 3770.13 lacs relating to the previous year. The gross profit of the Company recorded at Rs.71.92 lacs before interest and depreciation and net profit for the year is at Rs. 18.53 lacs as against loss of Rs.17.47 lacs for the previous year. The turnover of the Company is lower as compared to the previous year due to strike was there.

3. Outlook :

Industrial scenario in the Textile Sector remained unchanged during the year under review with stagnant domestic market and fierce competition in the international market. The company is, however, confident of sustained growth through a series of initiatives in the areas of product development, technological up gradation and strengthening of distribution network.

Page 15: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

15

Katare Spinning Mills Ltd.

4. Internal Control Systems and their Adequacy :

The company management, which is much concerned about the adequacy of Internal Control System. It is aware that for a multi-faceted growth of any organization, only the strict overall control and efficient supervision can check all the operations, whether minor or major, and such control are backbone of any commercial establishment or manufacturing units.

The management of your company has taken appropriate steps by constituting Internal Audit team with well-experienced and hard working personnel under the supervision of Audit Committee of the Board; which frequently checks and reviews functions of various departments and effectiveness of Audit checks and revision of systems and procedures periodically.

In the year under review, the Company initiated a focused policy to evaluate the design effectiveness of existing management controls across all its locations. Under this initiative, the company also undertook steps to implement new control measures in line with global best-in-class practices.

5. The Financial and Operational Performance:

The financial statement given in the Report of the Directors for the financial year 2014-15 is quite satisfactory. It reflects the genuine steps taken by the management for transparency and best judgment for the estimate made to correctly reflect the true and fair affairs of the Company.

6. Human Resource Development:

The people of any industry serve as propeller for upliftment of the industry and thus indirectly contribute the National Product and through this to the exchequer of India. The management has always remained conscious of these inter-related factors and maintained a favorable climate during the year to suit the growth and excellence in the Company. The management has always strived to maintain cordial relationship between the staff, workers and management. This attitude created an atmosphere and every staff and worker started feeling a sense of 'ONENESS'.

7. Cautionary Statement:

The Statements in Management Discussion and Analysis Report may contain certain statements that might be considered forward looking. These statements are subject to certain risks and uncertainties. Actual results may differ materially from those expressed in the statements as important factors could influence the company's operations such as Government policies, political and economic development etc.

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16

None of the Directors is a member in more than ten committees and acts as chairman in more than 5 committees across all the companies in which he is a Director.

B) BOARD PROCEDURE

Agenda is sent to each Director in advance of Board and Committee meetings to enable the Board discharge to its responsibilities effectively; the Managing Director briefs the Board at every meeting on the overall performance of the Company, followed by discussion by the Directors. The Board also reviews:

Strategy and business plans, Operations and capital expenditures, Finance and Banking operations, Adoption of quarterly/half yearly/ annual results, Compliance

Katare Spinning Mills Ltd.

Directors

Category No. of other Directorship No. of other Committee positions

Public Private Member Chairman

V.T. Katare(Deceased)Shri K.T.KatareShri S.T.KatareShri S.B.InamdarShri Y.N.KondaShri. U.M. MahindrakarMrs V K Katare

Promoter chairman

Promoter M.D

Promoter Director

Independent

Independent

Independent

Director

1111111

--1--------1

------11---

--------------

CORPORATE GOVERNANCE REPORTCORPORATE GOVERNANCE

The Company is fully complianc with the mandatory requirement of clause 49 of the Listing Agreement formulated by securities and Exchange Board of India and Stock Exchanges. The Company present s its report on compliance of governance conditions specified in Clause 49 of the Listing Agreement.

1. Company's Philosophy on Code of Governance :

Your Company believes that corporate governance is powerful medium to sub serve the long-term interest of all the shareholders, creditors, customers, employees and other stakeholders. Corporate Governance strengthens investors and creditors trust and ensures a long-term partnership that helps in fulfilling our guest for achieving significant growth and profits. Your Company is committed to benchmarking itself with good governance and operates with transparency, professionalism, good conduct and value based systems.

2. Board of Directors :

The Board of Directors along with its Committees provide leadership and guidance to the Company's management and direct, supervises and controls the performance of the Company. The present strength of Board of Directors is 6(six), whose composition and category is given below:

Two - Chairman, Managing Director

Five - Independent Directors

A) THE CONSTITUTION OF THE BOARD AS ON 31st MARCH, 2015

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17

3. COMIITTEE OF THE BOARD

To focus effectively on the issues and ensure expedient resolution of diverse matters, the Board has constituted a set of committees with specific terms of reference/scope. The Committees operate as empowered agents of the Board as per their Charter/terms of reference. Targets set by them as agreed with the management are reviewed periodically and mid-course corrections are also carried out. The Board of Directors and the Committees also take decision by the circular resolutions which are noted at the next meeting. The minutes of the meetings of all Committees of the Board are placed before the Board for discussions/noting.

The Board of Directors has constituted three committees of the Board - (i) The Audit Committee (ii) Remuneration Committee and (iii) Shareholders/Investors Grievance Committee.

i) Audit Committee:

The Committee's power ,role and function are as stipulates in Clause 49 of the Listing Agreement and under Section 177 of the Companies Act 2013.

COMPOSITION

During the year ended 31st March, 2015, four Meetings were held.

The composition of the Audit Committee is as follows:

Katare Spinning Mills Ltd.

with statutory/regulatory requirements and review of major legal issues, Significant labour issues.

C) ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING

During the year ended March 31, 2015, 7 (Seven) Board Meetings were held on 30th April 2014, 31st May 2014, 31st July 2014, 31st August,2014 30th October 2014, 31st January 2015.09th March,2015 Annual General Meeting during the year was held on 30stSeptember ,2014.

Name of the Directors Category of

Directorship

No. of Board Meeting Attended

Attendance at the last AGM held on 30.09.14

V. T. Katare (deceased)

Shri. K. T. Katare

Shri. S. T. Katare

Shri. S. B. Inamdar

Shri. Y. N. Konda

Shri. U. M. Mahindrakar

Mrs V K Katare

Chairman

Managing Director

Director

Director

Director

Director

Director

7

7

7

7

7

7

1

Present

Present

Present

Present

Present

Present

Present

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ii) Remuneration Committee:

The Remuneration Committee of the Company is empowered to review the remuneration of the chairman Managing Director and retirement benefits to be paid to them under the Retirement Benefit Guidelines approved by the Board, on the amount and to the non-executive directors based on criteria fixed by the Board and to deal with matters pertaining to Employee's Stock Option Scheme, if any.

BRIEF DESCRIPTION OF TERMS OF REFERENCE:

Fixation of salary, perquisites etc. of all executive directors of the Company, as and when any new executive director is appointed/ existing executive director is re-appointed; and

Deciding commission payable to executive directors based on performance of the concerned executive director and for this purpose fixes targets for achievements.

COMPOSITION :

The constitution of the Remuneration Committee is as follows :

i) Shri. S. B. Inamdar

ii) Shri. Y. N. Konda

The detail of remuneration for the year ended 31st March, 2015 paid to the Managing Director during the period is as under:

Member of Audit Committee

Position

Committee Membership

Shri. S.B. InamdarShri. Y.N. Konda

MemberMember

44

18

Katare Spinning Mills Ltd.

Director

Salary

TotalPerquisites Cont. to PF &

Other Funds

Shri. V. T. KatareShri. K. T. Katare

3,60,000/-6,00,000/-

--------

43,200/-72,000/-

4,03,200/-6,72,000/-

iii) SHAREHOLDERS/INVESTORS GRIEVANCE COMMITTEE :

BRIEF DESCRIPTION OF TERMS OF REFERENCE

The "Investors Grievance Committee" of the Board, looks into various issues relating to investor grievances and to deal with matters relating to transfers/transmission of shares, and monitors redressal of complaints from shareholders relating to transfers, non-receipt of balance-sheet, non-receipt of dividends declared, issue of duplicate share certificates, etc.

COMPOSITION :

The constitution of the committee is as follows:

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19

Katare Spinning Mills Ltd.

The company's shares are compulsory traded in the dematerialized form at Bombay Stock Exchange Limited where Company's shares are listed. Mr. D B Gaikwad appointed as a Compliance Officer as required by the Listing Agreement.

There were no valid share transfer requests pending as on March 31, 2015.

4. GENERAL BODY MEETINGS:

Location and time, where last three Annual General Meetings were held is given below:

Financial Year Location of the MeetingDate Time

2013-14

2012-13

2011-12

30.09.14

31.08.13

28-09-12

11.00 am

11.00 am

11.00 am

224, Civil Lines, Solapur

C-2, MIDC, Akkalkot Road, Solapur.

C-2, MIDC, Akkalkot Road, Solapur.

5. DISCLOSURES

The Company had not entered into any transactions of a material nature, which will have a conflict with its interest during the year.

The disclosure of related party transactions as required by the Accounting Standard (AS)18 on 'Related Party Disclosures issued by the Institute of Chartered Accountants of India (ICAI) is given under Note No.02 of Notes on the Annual Accounts. All the transactions covered under related party transaction were fair, transparent and at arms length.

The company has complied with all the requirements of the listing agreements with the stock exchanges as well as regulations and guidelines of SEBI. No penalties have been imposed or stricture has been issued by SEBI, stock exchanges or any Statutory Authorities on matters relating to capital markets during the last three years.

The Company has followed all relevant accounting standards notified by the Companies Accounting Standards Rules 2006 and relevant provisions of the Companies Act, 1956 while preparing its financial statements.

6. MEANS OF COMMUNICATIONS

The quarterly, half yearly and annual results are communicated to all the Stock Exchanges where the Company's shares are listed as soon as the same are approved and taken on record by the Board of Directors of the Company. Further the results are published in widely circulating national and local dailies The results are not sent individually to the shareholders.

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Katare Spinning Mills Ltd.

7. CODE OF CONDUCT

The Board of Director has adopted the Code of Business Conduct and Ethics for Director and Senior Management. The said Code has been communicated to the Directors and members of the Senior Management.

8. GENERAL SHAREHOLDERS INFORMATION

a) Annual General Meeting

i) Date & Time. 30th September 2015 at 11 am

ii) Venue. C-2, MIDC, Akkalkot Road, Solapur

b) Financial Calendar (tentative)

Results for the 1st Quarter Ending 30th June, 2015 Last Week July 2015

Result for the 2nd Quarter/Half Year Ending 30th Sep.2015 Last Week October 2015

Result for the 3rd Quarter Ending 31st December, 2015 Last Week January 2016

Results for the Quarter/Year Ending 31st March,2016 Last Week May 2016

c) Book Closure Date (Both days inclusive) Tuesday, 23rd September, 2015 to

Tuesday 30th September 2015

d) Listing on Stock Exchanges The Bombay Stock Exchange Ltd.,

Mumbai.

e) Stock Code Physical segment - BSE- 502933

NSDL / CSDL - ISIN : INE -498G01015

f) Stock Market Data

The monthly high and low Prices during the year at BSE are as follows :

20

Month

April 2014

May 2014

June 2014

July 2014

August 2014

September 2014

October 2014

November 2014

December 2014

January 2015

February 2015

March 2015

Mumbai Stock Exchange

High ` Low `

23.00

21.60

19.50

27.80

27.40

26.90

37.50

26.50

21.50

23.50

24.00

21.35

23.00

22.85

19.50

27.80

24.95

29.90

37.90

26.50

21.50

22.70

24.00

21.35

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21

Katare Spinning Mills Ltd.

Sr.No.

Promoters ( Including Promoters Body Corporate)

Body Corporate

Resident Individuals

Non Resident Indian

Clearing Member

Category No. of Shares % (Percentage)

TOTAL

1

2

3

4

5

1749268

161151

933117

4151

2313

28,50,000

61.26

05.64

32.87

00.15

00.08

100.00

g) Share holding pattern as on 31.03.2015

h) Distribution of Share holding as on 31.03.2015

No. of Shares held %No. of Shareholders No. of Shares %

1 to 5000

5001 to 10000

10001 to 20000

20001 to 30000

30001 to 40000

40001 to 50000

50001 to 100000

100001 to onwards

1553

100

43

19

14

10

16

20

87.49

05.64

02.42

01.07

00.79

00.56

00.90

01.13

2390880

849180

660000

487310

501620

448530

1152680

22064020

08.39

02.98

02.32

01.71

01.76

01.57

04.04

77.42

i) Registrar and Share Transfer Agent : Link Intime India Pvt. Ltd.,

Akshay Complex, Block No. 202, 2nd Floor,

Off. : Dhole Patil Road, Pune - 411 001.

E-mail : [email protected]

j) Share Transfer System :

Trading in Equity shares of the company is permitted only in dematerialized form as per notification issued by the Securities & Exchange Board of India (SEBI), Link Intime India Pvt. Ltd., Pune handless both Demat and physical share transfers.

The Share transfers which are received in physical form are processed and the share certificate are returned within 21 days from the date of receipt, subject to Documents being valid and complete in all respects.

The Shareholders/Investores Grievance Committee meets periodically to consider the transfer and other proposals and attend to shareholders grievances.

k) DEMATERIALISATION OF SHARES

As on 31st March, Equity shares were in dematerialized form representing 33.04% of the total share capital.

Page 22: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

22

Katare Spinning Mills Ltd.

As provide under Clause 49 of the Listing Agreement with the Stock Exchange, all Board members and

senior management personnel have affirmed compliance with Katare Spinning Mills Ltd. Code of

Business conduct and ethics for the year ended March 31, 2015.

DECLARATION

K.T. KATAREManaging Director

By order of the Board of Directors

Solapur 31st, August 2015

l) PLANT LOCATION : SPINNING MILLS

Kamala Nagar, Tamalwadi,

Tal. Tuljapur, Dist. Osmanabad.

HOTEL

224, Civil Lines, Solapur.

SOLAR PLANT

Kamala Nagar, Tamalwadi,

Tal. Tuljapur, Dist. Osmanabad.

m) ADDRESS FOR CORRESPONDENCE : Link Intime India Pvt. Ltd.,

Akshay Complex, Block No. 202, 2nd Floor,

Opp. Dhole Patil Road, Pune - 411 001.

Page 23: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

Form No. MR-3

SECRETARIAL AUDIT REPORT

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014]

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED: 31.03.2015

To,

The Members

KATARE SPINNING MILLS LIMITED

SOL APUR-413005

We have conducted the secretarial audit of the compliance of applicable statutory

provisions and the adherence to good corporate practices by KATARE SPINNING MILLS

LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner

that provided us a reasonable basis for evaluating the corporate conducts/statutory

compliances and expressing our opinion thereon.

Based on our verification of the company's books, papers, minute books, forms and

returns filed and other records maintained by the company and also the information

provided by the Company, its officers, agents and authorized representatives during the

conduct of secretarial audit, we hereby report that in our opinion, the company has,

during the audit period covering the financial year ended on March 31, 2015 complied

with the statutory provisions listed hereunder and also that the Company has proper

Board-processes and compliance-mechanism in place to the extent, in the manner and

subject to the reporting made hereinafter:

23

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Katare Spinning Mills Ltd.

We have examined the books, papers, minute books, forms and returns filed and

other records maintained by the Company for the financial year ended on March 31,

2015 according to the

provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules

made there under.

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed there

under;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations

made there under to the extent of Foreign Direct Investment and Overseas

Direct Investment. During the audit period, there were no Foreign Direct

Investment, Overseas Direct Investment and External Commercial

Borrowing.

(v) The following Regulations and Guidelines prescribed under the Securities

and Exchange Board of India Act, 1992 ('SEBI Act'):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of

Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider

Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and

Disclosure Requirements) Regulations, 2009 (Not Applicable to the

Company during the Audit Period);

(d) The Securities and Exchange Board of India (Employee Stock Option

Scheme and Employee Stock Purchase Scheme) Guidelines, 1999. (Not

Applicable to the Company during the Audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt

Securities) Regulations, 2008 (Not Applicable to the Company during the

Audit Period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and

Share Transfer Agents) Regulations, 1993 regarding the Companies Act and

dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)

Regulations, 2009 (Not Applicable to the Company during the Audit Period);

and

(h) The Securities and Exchange Board of India (Buyback of Securities)

Regulations, 1998 (Not Applicable to the Company during the Audit Period);

24

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Katare Spinning Mills Ltd.

As per the minutes of the meetings duly recorded and signed by the Chairman, the

decisions of the Board were unanimous and no dissenting views have been

recorded.

We further report that there are adequate systems and processes in the company

commensurate with the size and operations of the company to monitor and ensure

compliance with applicable laws, rules, regulations and guidelines

Dombivali

25th August 2015

For H B Upasani & Co.Company Secretaries

H B UpasaniProprietor

Membership No. FCS-4891 COP-5966

25

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Katare Spinning Mills Ltd.

Annexure A to the Secretarial Audit Report

To,

The Members

KATARE SPINNING MILLS LIMITED

SOLAPUR-413005

Our report of even date is to be read along with this letter,

1. Maintenance of secretarial record is the responsibility of the management of

the Company. Our responsibility is to express an opinion on these secretarial

records based on our audit.

2. We have followed the audit practices and processes as were appropriate to

obtain reasonable assurance about the correctness of the contents of the

secretarial records. The verification was done on the random test basis to

ensure that correct facts are reflected in secretarial records. We believe that

the processes and practices, we followed provide a reasonable basis for our

opinion.

3. We have not verified the correctness and appropriateness of financial

records and Books of Accounts of the Company.

4. Wherever required, we have obtained the Management representation

about the compliance of laws, rules and regulations and happening of

events etc.

5. The compliance of the provisions of Corporate and other applicable laws,

rules, regulations, standards is the responsibility of management. Our

examination was limited to the verification of procedures on the random test

basis.

6. The Secretarial Audit report is neither an assurance as to the future viability

of the company nor of the efficacy or effectiveness with which the

management has conducted the affairs of the company.

For H B Upasani & Co.Company Secretaries

H B UpasaniProprietor

Membership No. FCS-4891 COP-5966

Dombivali

25th August 2015

26

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Katare Spinning Mills Ltd.

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2015

Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

I REGISTRATION & OTHER DETAILS:

i

ii

iii

iv

v

vi

vii

CIN

Registration Date

Name of the Company

Category/Sub-category of the Company

"Address of the Registered office &

contact details"

Whether listed company

Name , Address & contact details of the

Registrar & Transfer Agent, if any.

L17199PN1980PLC022962

8/8/1980

KATARE SPINNING MILLS LIMITED

COMPANY LIMITED BY SHARES

"KAMALA",259, SAKHAR PETH,

SOLAPUR-413005

YES

Link Intime India Pvt Ltd,Akshay Complex,

Block No. 202, 2nd Floor,Opp.Dhole Patil Road,

Pune-411001

:

:

:

:

:

:

:

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Name & Description of main products/services

SPINNING Cotton Yarn 88.21

HOTEL Hotel Servises 11.79

NIC Code of the Product /service

% to total turnover of the company

SL No

1

2

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

There are no holding subsidiary and associate companies as defined under Companies Act,2013

Name & Address of the CompanySL No CIN/GLN HOLDING/SUBSIDIARY/ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

27

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Katare Spinning Mills Ltd.

IV. SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders %

change

Demat Physical Total % of

Total

Shares

Demat Physical Total % of

Total

Shares

A. Promoters

(1) Indian

a) Individual/HUF 328756 1266312 1595068 55.86 320754 1266312 1587066 55.58 0.28

b) Central Govt.or

State Govt. 0 0 0 0 0 0 0 0 0

c) Bodies Corporates 0 0 0 0 0 0 0 0 0

d) Bank/FI 0 0 0 0 0 0 0 0 0

e) Any other 38146 124034 162180 5.68 38146 124056 162202 5.68 0.00

SUB TOTAL:(A) (1) 366902 1390346 1757248 61.54 358900 1390368 1749268 61.26 0.28

(2) Foreign

a) NRI- Individuals 0 0 0 0 0 0 0 0 0

b) Other Individuals 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0

e)

Any other… 0 0 0 0 0 0 0 0 0

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0

Total Shareholding of

Promoter

(A)= (A)(1)+(A)(2) 366902 1390346 1757248 61.54 358900 1390368 1749268 61.26 0.28

B. PUBLIC SHAREHOLDING

(1) Institutions

a) Mutual Funds 0 0 0 0 0 0 0 0 0

b) Banks/FI 0 4400 4400 0.15 7350 4400 11750 0.41 -0.26

C) Cenntral govt 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0

e) Venture Capital Fund 0 0 0 0 0 0 0 0 0

f) Insurance Companies 0 0 0 0 0 0 0 0 0

g) FIIS 0 0 0 0 0 0 0 0 0

h) Foreign Venture

Capital Funds 0 0 0 0 0 0 0 0 0

i) Others (specify) 0 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1): 0 4400 4400 0.15 7350 4400 11750 0.41 -0.26

No. of Shares held at the beginning of

the year

No. of Shares held at the end of the year

28

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c) Others (specify)

Market Maker 2447 0 2447 0.09 2313 0 2313 0.08 0.00

Non Resident Indian (non repat) 536 0 536 0.02 536 0 536 0.02 0.00

Non Resident Indian (repat) 0 0 0 0.00 3615 0 3615 0.13 -0.13

SUB TOTAL (B)(2): 862552 225800 1088352 38.30 866704 227700 1094404 38.33 -0.02

Total Public Shareholding

(B)= (B)(1)+(B)(2) 862552 230200 1092752 38.46 874054 232100 1106154 38.74 -0.28

C. Shares held by Custodian

for

GDRs & ADRs

0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 1229454 1620546 2850000 100 1232954 1622468 2855422 100

(2) Non Institutions

a) Bodies corporates 97037 9565 106602 3.73 151586 9565 161151 5.64 -1.91

i) Indian 0 0 0 0 0 0 0 0 0

ii) Overseas 0 0 0 0 0 0 0 0 0

b) Individuals 0 0 0 0 0 0 0 0 0

i) Individual shareholders

holding nominal share capital

upto Rs.1 lakhs

349754 216235 565989 20.01 340543 218135 558678 19.57 0.45

ii) Individuals shareholders

holding nominal share capital in

excess of Rs. 1 lakhs

412778 0 412778 14.46 368111 0 368111 12.89 1.56

Katare Spinning Mills Ltd.

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name % change

in share

holding

during the

year

NO of

shares

% of total

shares

of the

company

% of shares

pledged

encumbered to

total shares

NO of

shares

% of total

shares

of the

company

% of shares

pledged

encumbered

to total

shares

1 Geeta Anilkumar Kapatkar 200 0.0070 0 200 0.0070 0 0.0000

2 Sunita Prashant Achalkar 200 0.0070 0 200 0.0070 0 0.0000

3 Vanita Tulshidas Katare 200 0.0070 0 200 0.0070 0 0.0000

4 Nanda Tulshidas Katare 200 0.0070 0 200 0.0070 0 0.0000

5 Tulsidas Tippanna Katare 329204 11.5510 0 329204 11.5510 0 0.0000

6 Vijay Tippanna Katare 293489 10.2979 0 285539 10.0189 0 0.2790

7 Subhash Tippanna Katare 326205 11.4457 0 326205 11.4457 0 0.0000

8 Shakuntala Tulsidas Katare 50527 1.7729 0 53447 1.8753 0 -0.1024

9 Umavati Vijay Katare 55107 1.9336 0 55787 1.9574 0 -0.0238

10 Kishor Tippanna Katare 324667 11.3918 0 324667 11.3918 0 0.0000

11 Tippanna Tulsiram Katare 286236 10.0433 0 286236 10.0433 0 0.0000

12 Sushama Subhash Katare 8000 0.2807 0 8000 0.2807 0 0.0000

13 Ambutai Abhaykumar Telkar 2600 0.0912 0 2600 0.0912 0 0.0000

14 Jaishree Venkatesh Mahindrakar 1700 0.0596 0 1700 0.0596 0 0.0000

15 Chhaya Umakant Mahindrakar 1700 0.0596 0 1700 0.0596 0 0.0000

16 Mahindrakar Umakant Mahadev 7478 0.2623 0 7478 0.2623 0 0.0000

17 Katare Sachin Subhash 3150 0.1105 0 3150 0.1105 0 0.0000

18 Katare Subhash Tippanna 9800 0.3438 0 9800 0.3438 0 0.0000

19 Vidhyavati Kishor Katare 10300 0.3614 0 10300 0.3614 0 0.0000

20 Katare Kirti Kishor 8418 0.2953 0 8418 0.2953 0 0.0000

21 Katare Kritika Kishor 8800 0.3087 0 8800 0.3087 0 0.0000

22 Kishor Tippanna Katare 25467 0.8936 0 25415 0.8917 0 0.0019

23 Umakantrao M Mahindrakar 0 0.0000 0 22 0.0007 0 -0.0007

Total 1757248 61.5308 0 1749268 61.3769 0 0.1539

Shareholding at the

begginning of the year

Shareholding at the

end of the year

29

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Katare Spinning Mills Ltd.

(iii) CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE)

Sl. No.

No. of Shares

% of total

shares of the

company

No of shares

% of total

shares of

the

company

At the beginning of the year 1757248 61.5308

At the end of the year 1757248 61.5308 1757248 61.5308

Share holding at the

beginning of the Year

Cumulative Share holding during

the year

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of

GDRs & ADRs)

No.of shares at

the beginning

(01.04.14)/end

of the

year(31.03.15)

% of total

shares of the

company

No of shares

% of total

shares of the

company

90011 3.1583 01.04.2014

115605 4.0563 31.03.2015

0 0 01.04.2014

28958 1.016 31.03.2015

62282 2.1853 01.04.2014

55065 1.9321 31.03.2015

76429 2.6817 01.04.2014

76429 2.6817 31.03.2015

50000 1.7543 01.04.2014

50000 1.7543 31.03.2015

49495 1.7366 01.04.2014

49495 1.7366 31.03.2015

48831 1.7133 01.04.2014

48831 1.7133 31.03.2015

31348 1.0999 01.04.2014

37595 1.3191 31.03.2015

22156 0.7774 01.04.2014

22156 0.7774 31.03.2015

10818 0.3796 01.04.2014

10818 0.3796 31.03.20150.3796

10 Anjana Sinha 0

Nil Movement

during the year10818

1.3191

9 Mohan Ramkrishna Chavdekar0

Nil Movement

during the year22156 0.7774

8 Kamal Marketing pvt Ltd6247

Movement

during the year37595

49495 1.7366

7 VSL Securities0

Nil Movement

during the year48831 1.7133

5

6 Krishnagopal Motilal Chandak0

Nil Movement

during the year

Heena Kirti Joshi0

Nil Movement

during the year

3 Jhaveri Securities Ltd-7217

Movement

during the year55065

4 Preeti Krishnagopal Chandak0

Nil Movement

during the year76429

28958Movement

during the year28958

50000 1.7543

1.9321

2.6817

1.0160

Reason

Cumulative Shareholding

during the year (01.04.2014 to

31.03.2015)

1 Balram Bharwani25594

Movement

during the year115605 4.0563

Sl. No Name

Shareholding

DateIncrease/

decrease

2 Rahul kathade

30

Page 31: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

(v) Shareholding of Directors & KMP

V. INDEBTEDNESS (Rs. In Lacs)

Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding

deposits

Unsecured

Loans

Deposits Total

Indebtedness

i) Principal Amount 2060.12 0.00 0.00 2060.12

ii) Interest due but not paid 70.06 0.00 0.00 70.06

iii) Interest accrued but not due 3.81 0.00 0.00 3.81

Total (i+ii+iii) 2134.00 0.00 0.00 2134.00

62.96 428.42 0.00 491.38

2173.85 428.42 2602.27

ii) Interest due but not paid 18.35 18.35

iii) Interest accrued but not due 4.75 4.75

Total (i+ii+iii) 2196.96 428.42 2625.38

Net Change

i) Principal Amount

Change in Indebtedness during

the financial year

Additions

Reduction

Indebtness at the beginning of

the financial year

Indebtedness at the end of the

financial year

No.of shares

at the

beginning

(01.04.14)/en

d of the

year(31.03.15

)

% of total

shares of

the

company No of

shares

% of total

shares of

the

company

A Directors

336005 11.7895 01.04.2014

336005 11.7895 31.03.2015

10300 0.3614 01.04.2014

10300 0.3614 31.03.2015

B KMPs

293489 10.2979 01.04.2014

285539 10.0189 31.03.2015 285539 10.0189

350134 12.2854 01.04.2014

350082 12.283531.03.2015

350082 12.2835

2

Kishor Tippanna Katare

52 Movement

during the year

0Nil Movement

during the year10300

1

Vijay Tippanna Katare

7950 Movement

during the year

0.3614

Cumulative

Shareholding during

the year (01.04.2014

1

Subhash Tippanna Katare

0Nil Movement

during the year336005 11.7895

Sl.

NoName

Shareholding

DateIncrease/d

ecreaseReason

2

Vidhyavati Kishor Katare

31

Page 32: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A.Remuneration to Managing Director

Sl.No Particulars of Remuneration

1

1

- -

2 Stock option - -

3 Sweat Equity - -

4 Commission - -

as % of profit

others (specify)

5 Others, please specify - -

Total (A) 672000

Ceiling as per the Act N.A.

2 Shri Vijay T Katare Chairman and Executive Director

1

- -

2 Stock option - -

3 Sweat Equity - -

4 Commission - -

as % of profit

others (specify)

5 Others, please specify - -

Total (A) 403200

Ceiling as per the Act N.A.

(a) Salary as per provisions contained in

Gross salary

600000

Total AmountName of the MD/WTD/Manager

Shri Kishore T Katare Managing Director

(b) Value of perquisites

u/s 17(2) of the Income

tax Act, 1961 43200 403200

(c ) Profits in lieu of

salary under section

17(3) of the Income Tax

Act, 1961

72000 672000

Gross salary

(a) Salary as per provisions contained in 360000

(b) Value of perquisites

u/s 17(2) of the Income

tax Act, 1961

(c ) Profits in lieu of

salary under section

17(3) of the Income Tax

Act, 1961

32

Page 33: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

B. Remuneration to other directors:

Sl.No Shri Subhash

T katare

Shri U M

Mahindrakar

Shri S B Inamdar Shri Y N

Konda

Mrs

Vidhyvati

k katare

1 Independent Directors 12000 12000 12000 12000 1500

(b) Commission - - - - -

(c ) Others, please specify - - - - -

Total (1) 12000 12000 12000 12000 1500

2 Other Non Executive Directors

- - - - -

(b) Commission - - - - -

(c ) Others, please specify. - - - - -

Total (2) - - - - -

Total (B)=(1+2) 12000 12000 12000 12000 1500

Total Managerial Remuneration 1136700 #

Overall Cieling as per the Act. N.A.

(a) Fee for attending

board committee meetings

Particulars of Remuneration

(a) Fee for attending board committee meetings

#Total Remunaration to whole Time Directors and other Directors (being the total of A& B)

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Total

Gross Salary CEO Company

Secretary

CFO Total

Key Managerial PersonnelParticulars of Remuneration

1

There are no any key managerial personnel other than MD/MANAGER/WTD as defined under Companies Act 2013

VII PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES

Type

Section of

the

Companie

s Act

Brief

Description

Details of

Penalty/Punis

hment/Compo

unding fees

imposed

Authority

(RD/NCLT/

Court)

Appeall

made if any

(give

details)

There is no any Penalties / Punishment / Compounding of Offences incurred during the year

33

Page 34: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

34

TO THE MEMBERS OF KATARE SPINNING MILLS LIMITED,

Report on the Financial Statements

I have audited the accompanying financial statements of KATARE SPINNING MILLS LIMITED ("the company"), which comprise the Balance Sheet as at 31 March 2015, 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

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 Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the 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 adequate internal financial control, 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

My responsibility is to express an opinion on these financial statements based on my audit.

I have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under.

I conducted my audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that I 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 financial control relevant to the Company's preparation of the financial statements that give true and fair view, in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on whether the Company has in place an adequate internal financial controls system over financial reporting and operating effectiveness of such controls.

An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company's Directors,

INDEPENDENT AUDITOR'S REPORT

Katare Spinning Mills Ltd.

Page 35: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

as well as evaluating the overall presentation of the financial statements.

I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the financial statements.

Opinion

Attention is drawn to the following:

a. As stated in Note No. 15 to the accounts, the company has included in other non-current assets a sum of Rs. 428.00 lacs as deferred interest expenditure. In the past the company had availed a term loan ICICI Bank Ltd (which was under OTS with them) which was subsequently assigned by ICICI to Kotak Mahindra Bank Ltd. Consequent upon assignment The Kotak Mahindra Bank Ltd had filed suit against the company in DRAT for recovery. The company has settled the said loan with Kotak Mahindra Bank Ltd for an agreed amount of Rs. 750 lacs of which Rs. 325 lacs was deposited before DRAT and Rs. 425 lacs is paid on or before 31/05/2013 and accordingly no balance is now outstanding.

b. The company had a transferred balance in Capital Reserve of Rs. 150 lacs when the loan was settled with ICICI Bank Ltd. The said balance is now reversed from Capital Reserve and balance Rs. 600 lacs represent the amount of interest from the year 2002 to the date of settlement. The company has deferred this interest amount of Rs. 600 lacs to be written off over a period of 7 years and have accordingly charged Rs. 86 lacs each year in the last two years but has not charged Rs. 86.00 lacs to the statement of profit and loss for the year under audit and balance Rs. 428.00 lacs is carried as deferred revenue expenditure.

c. Had the items reported in para 4 (b) and (c) above been charged to the statement of profit and loss, the profit for the year of Rs. 18.53 lacs would have been resulted into loss of Rs. 502.22 lacs. To that extent it has resulted into overstatement of year end net Current Assets and Reserves and Surplus by Rs. 502.22 lacs.

d. No provision is made for payment for gratuity on actuarial basis as on 31st March 2015 hence its impact on the net profit could not be ascertained as referred to Note. No. 27(b) in the notes on accounts.

In my opinion and to the best of my information and according to the explanations given to me, except as reported in para 4(a) to (e) above, the financial statements give the information required by the Act in the manner so required and except as reported in para 4(a) to (e) above, give a true and fair view in conformity with the accounting principles generally accepted in India:

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order, 2015 ("the Order") issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, I give in the Annexure a statement on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

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

a) I have sought and obtained all the information and explanations which to the best of my knowledge and belief were necessary for the purposes of my audit.

b) In my opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

35

Katare Spinning Mills Ltd.

Page 36: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

c) The Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account.

d) In my 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 31 March, 2015, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2015, from being appointed as a director in terms of Section 164(2) of the Act.

f) In my opinion and to the best of my information and according to the explanations given to me, I report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014:

g) In my opinion, the company has adequate internal financial control systems in place and the same are effective and commensurate with the nature of business of the company and the scale of its operations.

h) 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 litigations 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 no amounts which were required to be transferred to the Investor Education and Protection Fund by the Company.

36

Place : Solapur

Date : 31st August 2015

G M PAWLEChartered Accountant

Membership No. : 032561

Katare Spinning Mills Ltd.

Page 37: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Referred to in paragraph 1 of our report of even date under the heading "Report on Other Legal and Regulatory Requirements"

(i) In respect of its fixed assets:

a)The Company has maintained proper records showing full particulars, including quantitative details and the situation of the fixed assets.

b) Fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in my opinion, provides for physical verification of all the fixed assets at reasonable intervals. No material discrepancies were noticed on such verification.

(ii) In respect of its inventory:

a) The inventories of finished goods, semi-finished goods, stores, spare parts and raw materials were physically verified at regular intervals by the Management.

b) The procedures of physical verification of inventories followed by the Management

c) were reasonable and adequate in relation to the size of the Company and the nature of its business.

d) The Company has maintained proper records of its inventories. According to information and explanation given to me, the discrepancies noticed on physical verification of stocks as compared to book records were not material and have been properly dealt with in the books of account.

(iii) The Company has not granted any loans to companies, firms or other parties covered in the Register maintained under Section 189 of the Companies Act, 2013 and therefore paragraph 3(iii) of the Order is not applicable.

(iv) In my opinion, there are adequate internal control procedures 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 my Audit, I have not observed any continuing failure to correct major weaknesses in internal control.

(v) The company has not accepted any deposits from the public during the year except the unsecured advances received from the directors and their relatives/associates.

2013 and are of the opinion that prima facie the prescribed cost records have been made and maintained. I have, however, not made a detailed examination of these records with a view to determining whether they are accurate or complete.

(vi) I have broadly reviewed the cost records maintained by the Company pursuant to the the Rules made by the Central Government under Section 148(1) of the Companies Act,

37

Katare Spinning Mills Ltd.

Annexure to the Auditors' Report

Page 38: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

38

(vii) In respect of statutory dues:

a) The Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, Employees State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise Duty, Sales Tax, VAT, Cess and other material statutory dues in arrears/were outstanding as at 31 March, 2015 for a period of more than six months from the date they became payable.

c) There were no amounts which required to be transferred by the Company to the Investor Education and Protection Fund

(viii) The company does not have the accumulated losses at the end of financial year. The company has not incurred any cash losses during the financial covered by my Audit and the immediately preceding financial year.

In arriving at the accumulated losses and net worth as above, I have considered the quantifications which are quantifiable in the audit reports of the years to which these losses pertain.

(ix) The Company has not defaulted in the repayment of dues to financial institutions and banks except the Special Capital Incentive in the form of loan of Rs. 3,16,139 which remained unpaid as at the date of the Balance Sheet.

(x) The company has not given any guarantee for loans taken by others from banks or financial institutions during the year.

(xi) The Term loans taken by the company have been applied for the purpose for which they were raised.

(xii) To the best of my knowledge and according to the information and explanations given to me, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

Katare Spinning Mills Ltd.

Place : Solapur

Date : 31st August 2015

G.M.PAWLEChartered Accountant

Membership No. : 032561

Page 39: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

39

BALANCE SHEET AS AT 31st MARCH 2015

ParticularsSr.No.

NoteNo.

As At31st March 2015

Rs.

As at31st March 2014

Rs.

EQUITY AND LIABILITIES

Shareholders’ funds

(a) Share Capital

(b) Reserves and surplus

28500000

81067462

A

1

Non-current liabilities

(a) Long-term borrowings

(b) Deferred tax liabilities (net)

(c) Other long-term liabilities

(d) Long-term provisions

2

117137543

0

475452

0

113440481

12263000

380857

0

Current liabilities

(a) Short-term borrowings

(b) Trade payables

(c) Other current liabilities

(d) Short-term provisions

3

144925020

26775323

4468267

1964908

99578305

11363289

14237309

1275294

TOTAL 398981369 384177236ASSETS

Non-current assets

(a) Fixed assets

(i) Tangible assets

(ii) Intangible assets

(iii) Capital work-in-progress

including Advances

B

1

Current assets

(a) Current investments

(b) Inventories

(c) Trade receivables

(d) Cash and cash equivalents

(e) Short-term loans and advances

(f) Other current assets

0

26271974

9800349

22640464

8059985

14578799

TOTAL 398981369 384177236

(b) Non-current investments

(c) Long-term loans and advances

(d) Other non-current assets

(e) Deferred tax Assets (net)

11100

0

88482160

2

5

6

7

8

9

10

11

12.A

12.B

12.C

16

17

18

19

20

13

14

15

6

3

4

118416142

46631

102363617

11200

0

88244692

8031000

0

19573978

11183003

29632818

12037779

9440508

140431023

60829

73840553

In terms of my report attached.

Notes forming part of the financial statements 1-30

For and on behalf of the Board of Directors

K. T. KATARE (Managing Director)

S. T. KATARE (Director)

Mrs. V.K. KATARE (Director)

G.M.PAWLEChartered Accountant

Place : Solapur

Date : 31st August 2015

28500000

96806095

Katare Spinning Mills Ltd.

Page 40: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31st MARCH, 2015

40

In terms of my report attached.

Notes forming part of the financial statements 1-30For and on behalf of the Board of Directors

K. T. KATARE (Managing Director)

S. T. KATARE (Director)

Mrs. V.K. KATARE (Director)

G.M.PAWLEChartered Accountant

Place : Solapur

Date : 31st August 2015

ParticularsSr.No.

NoteNo.

For the yearended 31stMarch 2015

For the yearended 31stMarch 2014

Revenue from operations

Other income

Total revenue (1+2)

Expenses

(a) Cost of materials consumed

(b) Purchases of stock-in-trade

(c) Changes in inventories of finished goods,

work-in-progress and stock-in-trade

(d) Employee benefits expense

(e) Finance costs

(f) Depreciation and amortisation expense

Depreciation for the year

Transfer from revaluation reserve

(g) Other expenses

Total expenses

Profit before exceptional and

extraordinary items and tax (3 - 4)

Exceptional items

Profit before extraordinary items and tax (5+6)

Extraordinary items

Profit before tax (7 + 8)

Tax expense :

Less : Current tax expense for current year

Less : Tax expense relating to previous year

(including MAT)

Add : Excess bonus provision reversed

Add : Excess provision of Dividend distribution Tax

Add / Less : Deferred tax

Profit / (Loss) from continuing operations (9 +10)

Profit / (Loss) from discontinuing operations

Profit / (Loss) for the year (11 + 12)

Earnings per share (of 10/- each):

(a) Basic

(b) Diluted

1

2

3

4

5

6

7

8

9

10

11

12

13

14

21

22

23.a

23.b

23.c

24

25

12

26

355776546 363931296

10392914 13081437

366169459 377012733

88024554 126865710

200311732 157714000

-5131818 5634571

25440715 27835233

16844733 24716409

6271623 7987961

0 2070890

40068776 37790824

382093952 375204676

-15924492 1808057

0 0

2650234 2104842

133893 38663

0 22017

20294000 -1511000

1853167 -1747105

0 0

1853166 -1747105

-15924492 1808057

0 0

-15924492 1808057

0 0

Katare Spinning Mills Ltd.

0.65 -0.610 0

Page 41: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Notes forming part of the financial statements

1. Corporate Information

The company is engaged in the business of manufacturing of cotton yarn and is also engaged in hospitality business. The cotton yarn manufacturing unit is situated at Tamalwadi, Taluka Tuljapur District Osmanabad. It's Hotel viz. Hotel Tripursundari is situated at Civil Lines, Solapur.

2. Accounting Policies and Other Information

A. Significant Accounting Policies:

1) System of Accounting:

i) The Company follows mercantile system of accounting and recognizes income and expenditure on accrual basis.

ii) The financial statements have been prepared in all material respects with Accounting Standards as relevant and notified by the Central Government.

iii) The financial statements are prepared on historical cost basis and as a going concern.

2) Revenue recognition:

i) Sale of goods is recognized at the point of dispatch of goods to customers. Gross sale is inclusive of Excise Duty when applicable and is net of returns and Value Added Tax

ii) Income from guest accommodation in respect of hotel division is recognized on day to day basis after the guests checks-in. Discounts, if any, in this regard are accounted upon final conclusion of the bill with the guests. Any advance received in respect of the same is treated as a liability pending finalization of bill/provision of services. Income from sale of Food & Beverages is recognized at the point of serving of these items to the guests. The income stated is inclusive of luxury tax, service charge and VAT but net of complimentary and discounts.

iii) Dividends from investment are recognized as income of the year in which the same are declared by the investee company

3) Tangible Fixed Assets and Depreciation:

Tangible Fixed Assets acquired by the company are reported at acquisition value with revaluated amount of Rs. 19,56,71,129 as approved by Valuer on 31/03/2002, with deductions for accumulated depreciation and impairment losses, if any.

The acquisition cost for this purpose includes the purchase price (net of duties and taxes which are recoverable in future) and expenses directly attributable to the asset to bring it to the site and in the working condition for its intended use.

Where the construction or development of any such asset requiring time to set up for its intended use, is funded by borrowings, the corresponding borrowing costs are capitalized up to the date when the asset is ready for its intended use.

The interest during construction period, indirect project expenditure and trial run

41

Katare Spinning Mills Ltd.

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expenditure (net of trial run income) incurred in respect of projects under implementation are capitalized to the asset created.

Depreciation is provided in accordance with Schedule II of the Companies Act, 2013 in respect of the remaining useful life of the asset as far as the existing assets are concerned. In respect of additions, depreciation is provided on the basis of the useful life of the assets as prescribed by Schedule II of Companies Act, 2013.

During the year the company had carried out technical evaluation of the useful life of the existing assets and applied the method of depreciation as prescribed by Schedule II of the Companies Act, 2013. The adjustment as a result of the re-computation is made to the opening balance of profit and loss account.

4) Investments:

Investments are stated at cost.

5) Inventories:

a) Finished goods are valued at lower of cost or Net Realizable Value. Cost for this purpose is arrived at on Absorption costing basis. Excise duty is included in valuation of finished goods.

b) Stock in process/plant is valued at cost.

c) Stock of raw materials, Stores and Spares and packing materials are valued at cost. Cost for this purpose, does not include duties/taxes that are recoverable in future.

d) Food & Beverages:

1) Groceries: Groceries is valued at cost arrived at on weighted average basis.

2) Beverages: Valued at cost.

6) Staff Benefits:

a) The Company's contribution to Provident Fund and pension fund are considered as defined contribution plans and are charged as an expense as they fall due based on the amount of contribution required to be made.

b) Gratuity is accounted for on actual payment basis. No provision for gratuity on actuarial basis is made and hence it's effect on profit or loss can not be ascertained.

7) Research and Development:

Revenue expenditure on research and development is charged to Statement of profit and loss in the year in which is incurred. Capital expenditure on research and development is treated at par with fixed assets and depreciated as such.

42

Katare Spinning Mills Ltd.

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8) Deferred Taxation:

Accounting treatment in respect of deferred taxation is in accordance with Accounting Standard 22 - "Accounting for Taxes on Income" issued by the Institute of Charted Accountants of India.

9) Minimum Alternate Tax:

Minimum Alternate Tax paid in accordance with tax laws, which give rise to the future economic benefits in the form of adjustment to future income tax liability, is considered as as asset in the balance sheet when it is probable that future economic benefit associated with it will flow to the company and the asset can be measured reliably.

10) Borrowing Costs:

Costs in respect of borrowings for the purpose of expansion/additional fixed investments including R & D project are capitalized to such investments.

Borrowing costs relating to period after the commencement of operations of the project are charged to revenue.

12) Foreign Currency Transactions:

Foreign Exchange Transactions are recorded at pre-determined standard exchange rates which are reviewed periodically. Gains or losses arising out of such standard rates and also on realization settlement are accounted for accordingly.

13) Impairment of Assets:

The carrying amounts of assets are reviewed at each Balance Sheet date, if there is any indication of impairment based on internal/external factors. An impairment loss will be recognized wherever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is greater of the asset's net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to the present value using the weighted average cost of capital. In carrying out such exercise, due effect is given to the requirements of Schedule II to Companies Act, 2013.

43

Katare Spinning Mills Ltd.

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44

Katare Spinning Mills Ltd.

SEGMENT REVENUE Spinning Division Hotel Division Total

Sales Revenue

Segment Result

Unallocated Corporate Expenses

Unallocated Corporate Income

Operating Profit

Interest Expenses

Interest Income

Profit/loss from ordinary activities

Extra-Ordinary items

Net Profit/loss

OTHER INFORMATION:

Segment Assets

Segment Liabilities

Depreciation (net)

3127

106

(11)

15

110

(139)

2

(26)

0

(26)

2569

2569

37

3182

93

(10)

15

98

(223)

2

(123)

0

(123)

2861

2861

37

398

51

0

0

51

(30)

23

45

0

45

882

882

26

457

105

0

0

105

(22)

23

106

0

106

1263

1263

43

3557

157

(11)

15

162

(168)

25

19

0

19

3451

3451

63

3639

198

(10)

15

203

(245)

25

-17

0

-17

4124

4124

80

2015 2014 2015 2014 2015 2014

Contingent Liabilities:

A provision is recognized when the company has a present obligation as a result of past events and it is probable that an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the best estimate required to settle the obligation at Balance Sheet Date. These are reviewed at each balance sheet date and adjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

B) Segment Reporting:

The company operates in two segments viz. Spinning Mill segment and Hotel segment.

The segment results are as under: (Rs. in lacs)

Additional Information pertaining to Statement of Profit and Loss:

Sr. No.

Nature of Income/ Expenses

Current Year Previous Year

Amount In

Foreign Currency

Amount in INR

Amount In Foreign

Currency

Amount in INR

1. Export Earning 3272720/- 0 0

E)Previous year's figures are regrouped and reclassified wherever considered

necessary.

$ 54885.60

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45

Notes forming part of the financial statements

Note 3: Share Capital

Sr.No.

ParticularsAs at 31st March 2014

Number ofshares

Value inRs.

Number ofshares

Value inRs.

Authorised Capital

Equity shares of 10/- each with voting rights

Issued Capital

Equity shares of 10/- each with voting rights

Subscribed and fully paid up Capital

Equity shares of 10/- each with voting rights

Subscribed but not fully paid up

TOTAL

(a)

(b)

(c)

(d)

60,00,000

28,50,000

28,50,000

28,50,000

60000000

28500000

28500000

0

28500000

60,00,000

28,50,000

28,50,000

28,50,000

60000000

28500000

28500000

0

28500000

a. Reconciliation of the Shares outstanding at the beginning and at the end of the reporting period

Equity shares No. of shares Value in Rs.

No. of shares outstanding at the beginning of the year

Add : further issue during the period

No. of shares outstanding at the end of the period

2850000

0

2850000

28500000

0

28500000

b. Terms/rights attached to shares

The company has only one class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The company declares and pays dividends in Indian Rupees.

In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining assets of the company after distribution of all preferential amounts. The distribution will be in proportion to number of equity shares held by the shareholders.

c. Shareholding of more than 5%.

Sr.

No.Name of the Shareholder

As at 31st March 2015 As at 31st March 2014

% heldNo. of

shares%

Vijay Tippanna Katare (deceased)

Subhash Tippanna Katare

Kishore Tippanna Katare

Tippanna Tulsiram Katare (deceased)

Tulsidas Tippanna Katare (deceased)

% heldNo. of

shares%

10.02

11.79

12.28

10.04

11.55

285539

336005

350082

286236

329204

10.30

11.79

12.29

10.04

11.55

293489

336005

350134

286236

329204

1

2

3

4

5

d. Shares reserved for issue under options

e. Employees Stock Option Scheme

f. Bonus shares/Buy Back/Shares for consideration other than

cash issued during past five years

Nil

Nil

Nil

As at 31st March 2015

Katare Spinning Mills Ltd.

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46

Note 4: Reserves and Surplus

Share Premium

Capital Reserve

General Reserve

Revaluation Reserve

Less : utilised for set off against depreciation

transfer to statement of profit and loss

Surplus as per statement of profit and loss

Balance brought forward

Less : Transitional effect on revision of Depreciation on

useful life of assets in accordance with Schedule II

Add Profit / Loss for the period

Sr.No. Particulars

As at 31stMarch 2014

As at 31stMarch 2015

i

ii

iii

iv

v

49068 49068

58423 58423

6032884 6032884

60234703 62305593

0 2070890

60234703

30431017

17591800

1853167

14692384

81067462

60234703

32178122

0

-1747105

30431017

96806095

Note 5 : Long-term borrowings

Sr.

No.Particulars

Non Current Portion Current Maturities

As at 31stMarch 2015

Term Loans

From other parties - secured

From banks - secured

Bank of India Term loan - Solar Division

Loan from LIC on Keyman Insurance Policy

Int on LIC Loan Payable

Others

(a)

(b)

As at 31stMarch 2014

As at 31stMarch 2015

As at 31stMarch 2014

87440092

87440092

29697451

117137543

88038065

88038065

113440481

9639000

9639000

0

9639000

0

0

0

0

SUB TOTAL

SUB TOTAL

GRAND TOTAL

5.1 Additional information to Secured / Unsecured Borrowing

The long term portion of term loans are shown under long term borrowing & current maturities of long term borrowing are shown under the current liability. as per the disclosure requirements of the Act.

5.2 Details of Securities & Terms of Repayment

a) Loan from Life Insurance Corporation of India is secured by an assignment of Director's Key- man Life insurance policies in their favor.

b) The Term loan from Bank of India is secured by hypothication of Solar Power Project Machinary.

Closing Balance of revaluation reserve

TOTAL

Closing balance of surplus

25402416

27546000

1835312 0 0

18396000

7006416

316139 0 00

0 0

Katare Spinning Mills Ltd.

Page 47: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

47

Note 6 : Deferred Tax Assets / Liabilities (Net)

Deferred tax assets for the period ended March 31, 2015 has been provided on the estimated tax computation for the year. Major components of deferred tax assets & liabilities arising on account of timing differences are :

Note 7: Other long-term liabilities

Others :

Interest accrued but not due on borrowings

Interest on LIC loan.

TOTAL

475452

475452

380857

380857

Details of Securities & Terms of Repayment

a. The cash credit loan from Bank of India is secured by hypothication of all stock of raw material, stores, work in process, finished goods, book debts, equitable mortgage of Hotel property & second charge on the immovable properties of the company situated at Village - Tamalwadi, District - Osmanabad together with all buildings and structes thereon & all Plant & Machinery and joint and several guarantee of the Directors Shri. V.T. Katare, Shri. K. T. katare and Shri. S. T. Katare.

b. Overdraft from Kamala Co-op Bank is secured against Fixed Deposit of the Company with the said Bank & on third party deposit of Rs. 12500000/- kamal

Sr.No. Particulars

As at 31stMarch 2014

As at 31stMarch 2015

Deferred Tax Liabilities :

On account of timing difference in depreciation

Others

Deferred Tax Asset :

Unabsorbed depreciation & losses

Disallowance

Provision for bad & doubtful debts

Deferred Tax Asset / Liability ( A-B)

A

B

11899000

9735000

21634000

25961000

838000

2866000

29665000

8031000

17977000

9271000

27248000

10837000

1271000

2877000

14985000

12263000

Subtotal A :

Subtotal B :

Note 8 : Short-term borrowings

Loans repayable on demandFrom banks - securedCash Credit

FD-OD

Unsecured Loans

TOTAL

i

ii

iii

60695595

41387209

42842215

62095341

37482964

0

144925020 99578305

Katare Spinning Mills Ltd.

Page 48: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

48

Katare Spinning Mills Ltd.

Note 11 : Short-term provisions

Provision for employee benefits

i) Provision for bonus

ii) Provision for other employee benefits

Provision - Others :

i) Provision for tax

1239961

0

1239961

35333

35333

1275294

1522152

407423

1929575

35333

35333

1964908

a

b.

Subtotal (a)

Subtotal (b)

Grand Total (a+b)

TOTAL

74830

791036

1366588

2365855

14237309

190000

437128

488499

3352640

4468267

Sr.No.

ParticularsAs at 31st

March 2014As at 31st

March 2015

Note 10 : Other current liabilities

Int. accrued but not due on borrowings-Bank

Current maturities of long-term borrowings

Bank of India Term Loan - Solar Division

Other payables

i)

ii)

iii)

a.

b.

c.

Statutory remittances

Advances from customers

Outstanding expenses

9639000 0

Note 9 : Trade payables

Trade payables :

Other than Acceptances 11363289

26775323

26775323

15925899

Page 49: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.No

te 1

2 : F

ixed

ass

ets

Part

icul

ars

GRO

SS B

LOCK

Accu

mul

ated

dep

reci

atio

n an

d im

pairm

ent

N

ET B

LOCK

Tang

ible

ass

ets.

(a) L

and

Fre

ehold

(b) B

uild

ings

Ow

n u

se

Facto

ry B

uildin

g

Hote

l Buildin

g

(c) P

lant

and

Equ

ipm

ent

Ow

ned

(d) F

urni

ture

and

Fix

ture

s

Ow

ned

Spin

nin

g D

ivis

ion

Hote

l D

ivis

ion

(e) V

ehic

les

Ow

ned

(f) O

ffic

e eq

uipm

ent

Ow

ned

(g) O

ther

s

Ow

ned

Com

pute

r H

ard

ware

Books

Researc

h &

Devp.

Equip

ments

Oth

er

Assets

Tota

l Ta

ngib

le A

ssets

Inta

ngib

le a

sset

s

(a)

Com

pute

r soft

ware

Tota

l Fix

ed A

sset

s

Tota

l Pre

viou

s yea

r

Bala

nce

as a

t1 A

pril

2014

Additio

ns

Dis

posals

Oth

er

adju

st-

ments

Bala

nce

as a

t31 M

arc

h2015

Bala

nce

as a

t1 A

pril

2014

Depre

ciation/

am

ort

isation

expense

for

the y

ear

Depre

cia

tion

on d

isposed

Assets

Bala

nce

as a

t31 M

arc

h,

2015

Bala

nce

as a

t31 M

arc

h,

2015

19144835

87396109

48561538

226169050

2774419

16754269

2664085

344076

2167602

9671

380878

3966811

410333342

106456

410439798

450841609

0 0

23005

1655859 0

89552 0 0

57028 0 0

8901

1834345 0

1834345

4467129

0 0 0

3629427 0 0 0 0 0 0 0 0

3629427 0

3629427

44432030

0 0 0 0 0 0 0 0 0 0 0 0 0 0

0

436910

19144835

87396109

48584553

224195482

2774419

16843821

2664085

344076

2224630

9671

380878

3975712

408538260

106456

408644716

410439798

0

40931656

11711475

193780964

2422562

13977759

1483391

296651

2049962

8601

340079

2899220

269902320

45626

269947946

304901015

0

1631637

769168

26588992

37296

872970

192731

3694

32425 0

73

61539

6260525

11098

6271623

7987961

0 0 0

-3629427 0 0 0 0 0 0 0 0

-3629427 0

-3629427

42941030

0

49993356

13304183

202096439

2619463

14252120

1732667

308411

1942778

9187

361319

3502195

290122118

59824

290181942

269947946 0

19144835

37402753

35280359

22099043

154956

2591701

931418

35665

281852

484

19559

473517

118416142

46631

118462774

140491852

102363617

Note

: L

and &

leashold

land, Facto

ry B

uildin

g, H

ote

l Buildin

g &

Pla

nt &

Machin

ery

were

revalu

ed a

s o

n 3

1st M

arc

h 2

002 resultin

g in incre

ase in v

alu

e o

f th

ese a

ssets

by R

s.

1,5

3,8

1,2

22/-

, Rs. 5,0

9,5

9,4

42/-

and R

s. 12,4

8,8

5,7

71/-

respectively

.

Capi

tal W

ork

In P

rogr

ess

7384

0553

2852

3063

00

1023

6361

70

00

Tra

nsitio

nal

effect

on

revis

ion o

fdepre

cia

tion

0

7430063

823540

9285910

159605

-598609

56545

8066

-139609

586

21167

541436

17588700

3100

17591800 00

Bala

nce

as a

t31 M

arc

h,

2014

19144835

46464453

36850062

32388086

351857

2776510

1180694

47425

117640

1070

40799

1067591

140431022

60829

140491852

145940594

73840553

A.Sr. CB.

Page 50: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

50

Sr.No.

ParticularsAs at 31st

March 2014

As at 31st

March 2015

In the past company had availed a term loan for its hotel project at solapur from ICICI Bank Ltd. Which said bank had assigned to Kotak Mahindra Bank Ltd. Consequent upon settlement in the year 2012-13 with Kotak Mahindra Bank Ltd. the company has fully paid the loan plus interest of Rs. 600.00 lacs and there is no outstanding loan. However the interest paid of Rs. 600.00 Lacs for the year 2002 to 2013 was decided to be written off in 7 years. Accordingly company has written off Rs. 86 Lacs each in the last two year but has not written off Rs. 86.00 lacs for the year under review. Balance of Rs. 428.00 Lacs is included in Note No. 15(d) above & same will be written off in next 5 years.

Note 13 : Non-current investments

Sr.No.

Particulars

As at 31st March 2015 As at 31st March 2014

Other Investments

Investment in equity instruments

of other entities

Bank of India

200 equity shares of Rs. 10 each fully paid

(Market value Rs. 195.75 / Share)

Laxmi Co-op. Bank

1 equity share of Rs. 100 fully paid

Kamala Co-op. Bank Ltd.

Kamala Sakhar Udhyog Ltd

2 equity shares of Rs. 1000 each fully paid

1 equity share of Rs. 100 each Fully Paid

(unquoted)

TOTAL

QuotedUn

quoted TOTAL

9000

0

0

9000

QuotedUn

quoted TOTAL

a)

b)

c)

d)

0

100

2000

100

2200

9000

100

2000

100

11200

9000

0

0

0

9000

0

100

2000

2100

9000

100

2000

11100

Note 14 : Long-term loans and advances

Capital advances

TOTAL

0 0

0 0

Note 15 : Other Non-current Assets

Security deposits

MAT credit entitlement - Unsecured, considered good

Balances with government authorities

Other

TOTAL

2789087

4806408

6349197

74300000

88244692

2789087

7161882

5731191

72800000

88482160

b.

c.

d.

a.

Katare Spinning Mills Ltd.

0 00

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51

Note 17 : Trade receivables (Unsecured, considered good)

Trade receivables

outstanding for a period excceding six months

Other Trade receivables

outstanding for a period less than six months

TOTAL

2864207

8318795

11183003

2507848

7292501

9800349

Raw materials

Work-in-progress

Finished goods (other than those acquired for trading)

Stock-in-trade (acquired for trading)

Stores and spares

Others

Food & Beverages

Wastage & Scrap

diesel (fuel)

17368959

2091200

2550154

223512

183056

9943

26271974

1853657

1991493

a.

b.

c.

d.

e.

f.

Sr.No.

ParticularsAs at 31st

March 2014As at 31st

March 2015

Note 16 : Inventories(At lower of cost and net realisable value)(As taken valued & certified by the Managing Director)

TOTAL

a. Trade receivable to the extent of Rs. 563002/- are bad for which no provision is made.

Note 18 : Cash and cash equivalents

Cash on hand

Balances with banks

In current accounts

In deposit accounts

TOTAL

527940

18515

29086363

29632818

675120

33861

21931483

22640464

a.

b.

i)

ii)

Loans and advances to related parties

Prepaid expenses

Balances with government authorities

a. Income tax / TDS

b. Advance income tax

c. TCS Income tax- Hotel

Others

TOTAL

228390

54154

466404

1724

11282107

12037779

5000 125400213156

128576

382614

3866

7206373

8059985

a.

b.

c.

d.

Note 19 : Short-term loans and advances(Unsecured, considered good)

Katare Spinning Mills Ltd.

412442

714252

14086896

1680000

2476896

175426

21742

6324

19573978

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52

Short-term loans and advances include amounts due from:

Other officers of the Company

S S Katare

Firms in which any director is a partner

Pvt. companies in which any director is

a director/member

Kamal Marketing Pvt. Ltd.

Kamala Sakhar Udyog Ltd.

TOTAL 5000

102937

5000 5100

17363

125400

Note 20 : Other current assets

Accruals

Interest accrued on deposits

TOTAL

288192

9152317

9440508

5063802

14578799

a.

b.

Sr.No.

ParticularsAs at 31st

March 2014As at 31st

March 2015

Katare Spinning Mills Ltd.

Others 9514997

0

0

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53

Sale of products

Sale of services

Other operating revenues

Total Revenue from operations

334312593 336570927

19905297 25696035

1558656 1664334

355776546 363931296

a.

b.

c.

Sr.No.

ParticularsFor the year

ended 31st March2014

For the yearended 31st March

2015

Note 21 : Revenue from operations

Note:

Sale of products comprises :

Manufactured goods

Cotton Yarn

Sale of foods and beverages

Total - Sale of manufactured goods

Traded goods

Cotton Yarn

Total - Sale of products

Sale of services comprises

Room Rent - Hotel

Service charges (Management share - Hotel)

Cotton processing Charges

Hank yarn receipt

Total - Sale of services

Other operating revenues comprise:

Sale of scrap

113262500

20714901

133977401

200335192

334312593

19065757

48470

385525

405545

19905297

1558656

157381849

21159078

178540927

158030000

336570927

24554627

0

549400

592008

25696035

1664334

(i)

(ii)

(iii)

Katare Spinning Mills Ltd.

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54

Interest income (Refer Note (i) below)

Dividend Income

from other long term investments

Insurance claim received

Spinning Division

Hotel Division

Rent received

Spinning Division

Other non-operating income (Refer Note (ii) below)

Sr.No.

ParticularsFor the year

ended 31st March2014

For the yearended 31st March

2015

Note 22 : Other income

2593117

240

16875

380696

25000

7376986

10392914

2509741

3100

0

0

25000

10543596

13081437TOTAL

a.

b.

c.

d.

e.

Note :

Interest income comprises :

Interest from banks on deposits:

Spinning Division

Hotel Division

Other interest

Interest on MSEB deposit

Spinning Division

Hotel Division

Total - Interest income

Other non-operating income comprises :

30365

2324003

175209

63540

2593117

7376986

26980

2259555

170784

52422

2509741

(i)

(ii)

Katare Spinning Mills Ltd.

Accrued Bonus on key Man Policies

Profit on sale of assets

Other income (Exchange Rate Diff)

Cash Discount Received

Electricity Exps Rate Difference Receivable

Hotel Division

Food deduction from employees

Miscellaneous receipts

P/A system

Venue charges

1500000

1400000

38646

0

3847192

405528

89405

24370

71845

1500000

8563280

0

49911

0

356690

48795

11125

13795

10543596Total

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55

Note 23. a Cost of materials consumed

Spinning Division

Opening stock

Add: Purchases of raw cotton

Subtotal

Less: Closing stock

Hotel Division

Opening stock

Add: Purchases food & beverages

Subtotal

Less: Closing stock

1853657

78440533

80294190

412442

79881748

223512

8094720

8318232

175426

8142806

88024554

5328798

114284321

119613119

1853657

117759462

240178

9089582

9329760

223512

9106248

126865710

Sr.No.

ParticularsFor the year ended 31st March 2014

For the year ended 31st March 2015

Raw material (cotton) consumed

Food & beverages consumed

Total cost of material consumed

Note 24 : Employee benefits expense

Salaries and wages

Contributions to provident and other funds

Staff welfare expenses

22996395

2113838

330482

25440715

25305926

2354965

174342

27835233

Note 23. b Purchase of traded goods

Cotton Yarn

TOTAL

200311732

157714000

157714000

197864000

Note 23.c Changes in inventories of finished goods, work-in-progress and stock-in-trade

Inventories at the end of the year:

Finished goods

Work-in-progress

Wastage & scrap

Inventories at the beginning of the year:

Finished goods

Work-in-progress

Wastage & scrap

15766896

714252

21742

16502890

19460159

1991493

183056

21634708

-5131818

19460159

1991493

183056

21634708

15632485

224123

143529

16000137

5634571

(i)

Total (A)

Total (B)

Net (increase) / decrease (A-B)

TOTAL

Katare Spinning Mills Ltd.

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56

Interest expense on:

Bank interest

Other interest (LIC loan)

Interest Paid Others (Unsecured Loan)

Defered Interest

13346766

2780139

717828

0

16844733

Sr.No.

ParticularsFor the year ended 31st March 2014

For the year ended 31st March 2015

13839196

2119060

0

8600000

Other borrowing costs

Loan processing & other 0 158153

24716409

Note 25 : Finance costs

TOTAL

Note 26 : Other expenses

Consumption of stores and spare parts

Consumption of packing materials

Power and fuel

Rent

Repairs and maintenance - Buildings

Repairs and maintenance - Machinery

Repairs and maintenance - Others

Insurance

Rates and taxes

Communication

Travelling and conveyance

Printing and stationery

Freight and forwarding

Sales commission

Legal and professional

Payments to auditors

- As auditors - statutory audit

Bank charges

Directors sitting fees

Advertisement

M VAT

Loundry expenses

News papers & periodicals

Miscellaneous expenses

Local Body tax

Fire Fighting Expenses

5413255

1174877

21218581

12000

1111767

876106

345966

995575

946431

295035

738484

203133

1401145

289335

765135

68540

191282

33000

19850

1268038

406883

67744

680433

1546181

0

40068776

5359632

1364276

18225930

12000

288036

835617

304348

1103833

1071573

332396

995183

337956

1405842

223170

908808

67716

282324

24000

38740

1329746

472284

65237

684153

2055778

2246

37790824TOTAL

Katare Spinning Mills Ltd.

Page 57: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

57

Note 27: Earnings Per Share (EPS) :

Particulars

Net Profit / (Loss) as per profit and loss a/c

available for equity share holders

Weighted average no. of equity shares

Earning / (Loss) per share

a.

b.

c.

Katare Spinning Mills Ltd.

31.03.2015

1853167

2850000

0.65

31.03.2014

(1747105)

2850000

(0.65)

Note : There are no diluted equity shares therefore, no working is given for diluted earningsper share.

Note 28 : Deferred Taxation :

Particulars

Deferred Tax Liabilities :

on account of timing difference in depreciation

Others

Sub Total A :

A.

Deferred Tax Assets

Unabsorbed depreciation and losses

Disallowances

Provision for Bad & Doubtful Debts

Sub Total B :

B.

(60.78)

4.64

(56.14)

118.99

97.35

216.34

Balance ason

31.03.2014

Arisingduring

the year

Balance as on

31.03.2015

179.77

92.71

272.48

108.37

12.71

28.77

149.85

151.24

(04.33)

(00.11)

146.80

259.61

8.38

28.66

296.65

Deferred Tax Assets / Liab (B-A)C. 122.63 (202.94) (80.31)

Company has made provision for deferred tax liability as above.

Note 29 : Previous year's figures have been regrouped / reclassified wherever necessary to correspond with the current year's classification / disclosure.

Note 30 : Balances of Trade payables, Loans & advances & trade receivables have been taken as per books awaiting respective confirmation & reconciliation.

As per my report of even date for and on behalf of the Board of Directors

G. M. PawleChartered Accountant

Kishor T. Katare (Managing Director)

Solapur31st August, 2015

Subhash T. Katare (Director)

Mrs. V K Katare (Director)

(Rs. in Lacs)

Page 58: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

58

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2015

A

Particulars Sr.No.

Cash flow from operating activitiesProfit before taxAdjustment ForDepreciation & Amortisation

Depreciation written back

Revaluation Reserve

Provision for Dividend

Last year Bonus excess provision reversed

Excess provision of Dividend Distribution Tax

Finance Cost

Tax expenses relating to previous year

Other non operating income - (Interest/Rent/divid)Interest income

Insurance Claim received

Dividend income

Rent Received

Other Non operating income

CurrentYear

PreviousYear

Operating Profit before working capital changes

-15924492

6271623

0

133893

0

16844733

-2593117

-397571

-240

-25000

-8776986

-4467157

1808057

7987961

-42941030

-2070890

0

38663

22017

-24716409

-1945282

-2509741

0

-3100

-25000

-10543596

-74898350

Changes in Working CapitalAdjustments for (increase)/decrease in operating assets :

Inventories

Trade receivables

Short-term loans and advances

Other current assets

Loans and advances - (Assets)

Other non-current operating assets

Adjustments for increase/(decrease) in operating liabilities:

Short-term Borrowings

Trade Payables

Other Current Liabilities

Short-term Provisions

Cash genrated from operations

Finance Cost

Taxes Paid

Net Cash flow from Operating activites (A)

6697996

-1382654

-3977794

5138291

237468

45346715

-15412034

10085181

-689614

46043555

-16844733

-2650234

22081431

-2392678

5376383

-5987782

-2003643

40716

7273854

-26702409

10882308

-6260652

-2330077

-22103980

24716409

-159560

-72445481

Katare Spinning Mills Ltd.

Page 59: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

59

G.M.PAWLEChartered Accountant

M. No. : 32561

B

Particulars Sr.No.

Cash flow from investing ActivitiesPurchase of fixed assets

Sales of fixed assets

Purchase of Investments

Investment in bank deposits

Other non operating income - (Interest/Rent/divid)Interest income

Insurance claim received

Dividend Income

Rent Received

Other non operating income

CurrentYear

PreviousYear

Net Cash flow from Investing Activities (B)

-30357409

1400000

-100

-7154880

2593117

397571

240

25000

7376986

-25719475

-77642842

44868940

0

-218630

2509741

0

3100

25000

10543596

-19911095

Net Cash Flow from financing Activities (C)

C Cash flow from Financing Activities

Net Increase in Bank / Fin. Inst. - Borrowings

Other long-term liabilities

Increase in Cash and Cash equivalents (A+B+C)

Cash and Cash Equivalents as on 01-04-2014Cash and Cash Equivalents as on 31-03-2015

Components of Cash and Cash EquivalentsBank balance with Bank's

Cash in hand

Cheques / Drafts on hand

Total Cash and Cash equivalents

3475518

3380923

94595

-162526

708981

546455

0

18515

527940

0

546455

89747468

90132864

-385396

-2609109

3318090

708981

0

33861

675120

0

708981

I have audited the above cash flow statement of Katare Spinning Mills Limited from the audited financial statements for the year ended March 31, 2014 and March 31, 2015 and found the same to be drawn in accordance therewith and also with requirements of clause 32 of the listing arrangements with the stock exchange.

For and on behalf of the Board of Directors

Katare Spinning Mills Ltd.

K. T. KATARE (Managing Director)

S. T. KATARE (Director)

Mrs. V.K. KATARE (Director)

Page 60: Katare Spinning Mills Ltd.€¦ · (Expired on 27.07.2015) Managing Director Director Director Director Director Director (From 28.02.2015) AUDITOR G. M. PAWLE Chartered Accountant

Katare Spinning Mills Ltd.

Notes