ARVIND LIMITED CIN: L17119GJ1931PLC000093 ENRICHING LIFESTYLES 2014-2015 ANNUAL REPORT th 84 Board of Directors Mr. Sanjay S. Lalbhai Chairman & Managing Director Mr. Punit S. Lalbhai Executive Director Mr. Kulin S. Lalbhai Executive Director Mr. Jayesh K. Shah Wholetime Director & Chief Financial Officer Dr. Bakul Dholakia Independent Director Ms. Renuka Ramnath Independent Director Mr. Dileep C. Choksi Independent Director Mr. Vallabh Bhanshali Independent Director Mr. Samir Mehta Independent Director Mr. Nilesh Shah Independent Director Company Secretary Mr. R.V. Bhimani Bankers CONTENTS State Bank of India Bank of Baroda Notice .........................................................................................1 UCO Bank Directors’ Report ..................................................................... 5 State Bank of Patiala Corporate Governance Report ........................................... 33 HDFC Bank Ltd. Management Discussion and Analysis ............................... 52 Standard Chartered Bank ICICI Bank Ltd. Auditors’ Report .................................................................... 57 Export-Import Bank of India Balance Sheet ........................................................................ 60 Axis Bank Ltd. Profit & Loss Account ........................................................... 61 State Bank of Hyderabad Cash Flow Statement ............................................................62 IDBI Bank Ltd. Notes to Financial Statements ........................................... 64 Canara Bank Consolidated Financial Statements ....................................92 Auditors Location & Sites ................................................................... 128 Sorab S. Engineer & Co. Chartered Accountants Ismail Building REGISTRARS AND TRANSFER AGENTS 381, Dr. D. Naoroji Road Fort, Mumbai-400 001. Sharepro Services (India) Private Limited Registered Office 416-420, 4th Floor, Devnandan Mall Naroda Road Opp. Sanyas Ashram, Ellisbridge Ahmedabad - 380025 Ahmedabad-380 006. Gujarat, India. Phone Nos.: 079-26582381 to 84 Corporate Identity Number (CIN) Fax No.: 079-26582385 L17119GJ1931PLC000093 E-mail: [email protected] N O T I C E NOTICE is hereby given that the Annual General Meeting of the members statutory modification(s) or re-enactment(s) thereof, for the time of the Company will be held on Thursday, the 6th August, 2015 at 9:30 a.m. being in force), the remuneration payable to M/s Kiran J. Mehta & Co., at Thakorebhai Desai Hall, Near Law Garden, Ellisbridge, Ahmedabad- Cost Accountants, Ahmedabad having Firm Registration No. 380 006 to transact the following Business: 000025, appointed by the Board of Directors of the Company as Cost Auditors to conduct the audit of the cost records maintained by ORDINARY BUSINESS the company in respect of textiles and telecommunication products 1. To receive, consider and adopt the Audited Statements of Accounts for the financial year ending March 31, 2016, amounting to Rs. 3.75 for the financial year ended on 31st March, 2015 and the Reports of Lacs (Rupees three lacs seventy five thousand only) as also the the Directors and Auditors thereon. payment of service tax as applicable and re-imbursement of out of pocket expenses incurred by them in connection with the aforesaid 2. To declare a dividend on equity shares. audit, be and is hereby ratified and confirmed. 3. To appoint a Director in place of Mr. Punit Lalbhai (holding DIN 8. To consider and, if thought fit, to pass with or without modification(s), 05125502), who retires by rotation in terms of Article 129 of the the following resolution as a Special Resolution: Articles of Association of the Company and being eligible, offers himself for reappointment. RESOLVED THAT pursuant to Sections 197 and 198 and all other 4. To appoint M/s. Sorab S. Engineers & Co., Chartered Accountants applicable provisions, if any, of the Companies Act, 2013 (“the Act”) (ICAI Registration No.110417W) as statutory auditors of the Company and subject to all approvals, permissions and sanctions as may be to hold office from the conclusion of this Annual General Meeting till necessary, approval of the Company be and is hereby accorded for the conclusion of the next Annual General Meeting and authorize the the payment of commission to the Director(s) of the Company who Board to fix their remuneration. is / are neither in the wholetime employment nor managing director(s), in accordance with and up to the limits not exceeding 1% SPECIAL BUSINESS as laid down under the provisions of Section 197 of the Act, computed in the manner specified in the Act, and be paid to the Directors of the 5. To consider and if thought fit, to pass with or without modification(s), Company or some or any of them (other than the Managing Director the following resolution as an Ordinary Resolution: and Wholetime Director(s)), for a period of 5 years from 1st April, RESOLVED that pursuant to the provisions of Sections 149, 150, 152 2015 to 31st March, 2020 in such manner and up to such amount and any other applicable provisions of the Companies Act, 2013 and within the above limit as the Board and/or Committee of the Board the rules made thereunder (including any statutory modification(s) may, from time to time, determine. or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013, Mr. Samir Mehta (holding RESOLVED FURTHER THAT for the purpose of giving effect to this DIN 00061903), in respect of whom the Company has received a resolution, the Board and/or Committee constituted by the Board be notice in writing from a member proposing his candidature for the and are hereby authorized to take all actions and do all such deeds, office of Director, be and is hereby appointed as an Independent matters and things, as it may in its absolute discretion deem Director of the Company to hold office for five consecutive years for necessary, proper or desirable and to settle any question, difficulty a term up to 29th July, 2019 and that his office as Independent or doubt that may arise in this regard. Director shall not be subject to retirement by rotation. 9. To consider and, if thought fit, to pass with or without modification(s), 6. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to the provisions of Section 14 and other RESOLVED that pursuant to the provisions of Sections 149, 150, 152 applicable provisions, if any, of the Companies Act, 2013 and Rules and any other applicable provisions of the Companies Act, 2013 and made thereunder, a new set of Articles of Association, placed before the rules made thereunder (including any statutory modification(s) the Members, be and is hereby adopted and substituted in place of or re-enactment thereof for the time being in force) read with the existing Articles of Association of the Company. Schedule IV to the Companies Act, 2013, Mr. Nilesh Shah (holding DIN RESOLVED FURTHER THAT the Board of Directors of the Company 01711720), in respect of whom the Company has received a notice in (including a committee thereof) be and is hereby authorised to writing from a member proposing his candidature for the office of perform and execute all such acts, deeds, matters and things, as may Director, be and is hereby appointed as an Independent Director of be deemed necessary, proper or expedient to give effect to this the Company to hold office for five consecutive years for a term up to resolution and for the matters connected herewith or incidental 5th May, 2020 and that his office as Independent Director shall not be hereto. subject to retirement by rotation. 7. To consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: Registered Office: By Order of the Board Naroda Road RESOLVED THAT pursuant to the provisions of Section 148(3) and Ahmedabad-380025 R. V. Bhimani other applicable provisions, if any, of the Companies Act, 2013 and Company Secretary The Companies (Audit and Auditors) Rules, 2014 (including any Date: May 14, 2015 1 84th ANNUAL REPORT ARVIND LIMITED 2014-15 N O T E S 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS shares for the financial years 2006-07 to 2010-11. Unclaimed and ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD unpaid dividends for the financial years 2011-12 to 2013-14 will be OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. transferred to this fund on 3rd November, 2019, 3rd September, 2020 and 4th September, 2021 respectively. Those members who have so A person can act as a proxy on behalf of members not exceeding fifty far not encashed their dividend warrants for the said financial years and holding in the aggregate not more than ten percent of the total are requested to approach the Company or RTA for payment thereof. share capital of the company carrying voting rights. A member Kindly note that once unclaimed and unpaid dividends are holding more than ten percent of the total share capital of the transferred to the Investor Education and Protection Fund, members company carrying voting rights may appoint a single person as proxy will have to approach to IEPF for such dividend. and such person shall not act as a proxy for any other person for shareholder. 10. Documents referred to in the Notice and the Explanatory Statement attached hereto are available for inspection by the shareholders at 2. Proxies, in order to be effective, should be duly stamped, completed, the Registered Office of the Company during business hours on any signed and deposited at the Registered Office of the Company not working day up to and including the date of the Annual General less than 48 hours before the meeting. A Proxy form is sent herewith. Meeting of the Company. Proxies submitted on behalf of the companies, societies etc., must be supported by an appropriate resolution/authority, as applicable. 11. The Notice of the Annual General Meeting and Annual Report of the Company for the year ended 31st March, 2015 is uploaded on the 3.