High Street Filatex Limited
Your Directors have immense pleasure in presenting the 23rdAnnual Report onthe business and operations of your Company together with the Audited FinancialStatements for the financial year ended on March 31 2017.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31 2017 issummarized as below:
(Rs. in Lakhs)
|Particulars ||Year ended on |
| ||31-03-2017 ||31-03-2016 |
|Sales ||47.55 ||322.89 |
|Other Income ||0.02 ||6.98 |
|Increase / (Decrease) in stock ||16.0 ||138.07 |
|Total Income ||63.57 ||467.94 |
|Less: Manufacturing & other expenses ||0.00 ||.40 |
|Profit/(Loss) before Depreciation & Tax ||3.38 ||7.40 |
|Less: Depreciation ||5.58 ||5.58 |
|Profit/(Loss) after Depreciation before tax ||(2.20) ||1.82 |
|Less: Provision for Taxation ||0.38 ||0.17 |
|Less: Taxation for earlier period ||0.00 ||0.25 |
|Profit/Loss after Taxation ||(2.58) ||1.40 |
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review there has been significantchanges in the governmentpolicies &demonetization factor which hit the business throughout the country fromNovember onwards. During this period more emphasis was given on currency exchange &paying capacity was minimized. Even working capital of company got hampered as there wasshortage of cash &there was no rotating cash in the market as well.Companywas nothaving enough funds for their regular working & prices of raw material also increased.Our suppliers of material suspended the supply of material which affected our production.We were not able to utilize the production capacityof our machines as required materialwas not available & production was made with the available material only. Further theproduction cost also increasedas machines were not utilized in there full capacity and inturn decreased the revenue from Rs. 322.89 Lacs to Rs. 47.54 Lakhs as compared with theprevious year. As a result of demonetization and increase in prices of raw material thecompany incurred anet loss of Rs. 2.59 lakhs after tax from operations during the yearunder review as against the net profit of Rs. 1.40 lakhs as in the previous year.
Management is planning to establish new project with the object of attainment of betterfuture & growth. Consequent to such establishment innovative knitting products willbe developed and launched and wide new range of socks for all type of age groups wristbands and headbands will be produced.
In view of loss incurred during the year under review your Directors do not recommendany dividend during the Financial Year 2016-17.
4. AMOUNTS TRANSFERRED TO RESERVES
No such amount is proposed to betransferred to reserves.
5. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2017 as required under Section 92 (3) of the Companies Act2013 read with The Companies (Management and Administration) Rules 2014in the prescribedformat is appended as "Annexure- 1"to the Board's Report.
6. NUMBER OF BOARD MEETINGS
Board meetings are conducted in accordance with the provisions of Companies Act 2013read with Articles of Association of the Company SEBI (LODR) Regulations2015andSecretarial Standard -1. The Board meets at regular intervals to discuss and decide onbusiness strategies/ policy and review the financial performance of the Company. TheBoard/ committee meetings are pre-scheduled and a tentative annual calendar of the Board/committee meetings is circulated to the Directors well in advance to facilitate theDirectors or members to plan their schedules and to ensure meaningful participation in themeetings. In case of Business exigencies the Board's approval is taken through circularresolution which is noted and confirmed at the subsequent Board meeting.
The Board meets at least once in a calendar quarter to review the quarterly performanceand the financial results of the Company. Notice of each Board Meeting is given well inadvance in writing to all the Directors. The agenda along with relevant notes and othermaterial information are sent in advance separately to each Director. The Agenda alongwith the relevant notes and other material information is circulated at-least a week priorto the date of the meeting. This ensures timely and informed decisions by the Board.During the Financial Year every Board Meeting was conducted in accordance with all therelevant provisions applicable.
The Chief Financial Officer of the Company is invited to attend all the Board Meetings.Other senior managerial personnel are called as and when necessary to provide additionalinputs for the items being discussed by the board.
The Whole-time Director and the Chief Financial Officer of the Company make thepresentation on the quarterly and annual operating & financial performance of theCompany operational health & safety and other business issues.
The draft of the minutes prepared by Company Secretary is circulated among theDirectors for their comment/suggestion within 15 days of meeting and finally afterincorporating their views final minutes are recorded in the books within 30 days ofmeeting.
Post meeting important decisions taken are communicated to the concernedofficials and department for the effective implementation of the same.
The Board of Directors met to discuss and decide on Company's business policy andstrength apart from other normal Board business. During the year 2016-2017 4(Four)meetings of Board of Directors were held with a maximum time gap of not more than 120 daysbetween any two meetings. The dates on which the said meetings were held were:
|28th May 2016 ||27th July 2016 ||12th November 2016 |
|10th February 2017 || || |
7. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED BY THE COMPANY U/s 186
During the financial year under review there were no loans given neither anyinvestments were made by the Company nor any securities were provided by the Company u/s186 of the Companies Act 2013.
8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered into with Related Parties as definedunder the Companies Act2013 and SEBI (LODR) Regulations2015 during the financial year 2016-17 were in theordinary course of business and on an armslength pricing basis and do not attracttheprovisions of Section 188 of the Companies Act 2013.
9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY.
There were no material changes and commitments affecting the financial positionof the Company which haveoccurred between the end of the financial year to which thisfinancial statements relate and the date of this Report.
Your company has not issued any shares with differential voting.
There were no revision in Financial Statements.
There are no significant and material orders passed bythe regulators or courtsor tribunals impacting the goingconcern status and the Company's operations in future.
10. RISK MANAGEMENT POLICY
In compliance with the requirements of regulations containedin the SEBI (ListingObligations and Disclosure Requirements)Regulations 2015 and the provisions of theCompanies Act2013 your Company has formally adopted a RiskManagement Policy to identifyand assess the key risk areasmonitor and report compliance and effectiveness of thepolicyand procedure.Your Company has a well-established Risk Management framework in placefor identificationevaluating and management of risks including the risks whichmaythreaten the existence of the Company. In line with yourCompany's commitment to deliversustainable value thisframework aims to provide an integrated and organizedapproach forevaluating and managing risks.A detailed exercise is carried out to identify evaluatemanageand monitor the risks. The Board periodicallyreviews the risks and suggests steps tobe taken to control andmitigate the same through a properly defined framework.The detailedrisk management policy of your company is available on company website(http://www.highstreetfilatex.in/ asp/Policy%20on%20Risk%20Management.pdf)
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
An active informed and independent Board is a pre-requisite for strong and effectivecorporate governance. The Board plays a crucial role in overseeing how the managementsafeguards the interests of all the stakeholders. The Board ensures that the Company hasclear goals aligned to the shareholders' value and growth. The Board critically evaluatesstrategic direction of the Company and exercises appropriate control to ensure that thebusiness of the Company is conducted in the best interests of the shareholders and societyat large. The Board is duly supported by the Managing Director and Senior ManagementPersonnel in ensuring effective functioning of the Company.
Composition of the Board
The Composition & category of the Directors along with their attendance at BoardMeetings & Shareholdings as on 31st March 2017 are given below:-
|Name of the Director ||Category of Director || |
No. of Board Meetings
|Attendance of Last ||No of Shares held ||% of holding |
| || ||Held during the tenure ||Attended ||AGM held on 15/09/2016 || || |
|1. Bhagwan Singh ||WTD* ||4 ||4 ||YES ||6299 ||0.97 |
|2. DevendraPalod ||INE* ||4 ||4 ||YES ||NIL ||NIL |
|3. RajdeepGhiya ||INE* ||4 ||4 ||YES ||NIL ||NIL |
|4. Rajneesh Chindalia ||INE* ||4 ||4 ||YES ||NIL ||NIL |
|5. Sabita Roy ||Director ||4 ||4 ||YES ||NIL ||NIL |
| ||& CFO || || || || || |
*WTD-Whole Time Director *INE- Independent Non Executive Thecomposition of the Boardreflects the judicious mix of professionalism competence and sound knowledge whichenables the Board to provide effective leadership to the Company. The Board periodicallyevaluates the need for change in its size and composition to ensure that it remainsaligned withstatutory and business requirements. None of the Director is a Director on theBoard of more than ten Public Limited Companies or acts as an Independent Director in morethan seven Listed Companies. Further none of the Director is a Member of more than tenCommittees orChairman of more than five Committees across all the Companies in whichhe/she is a Director. The Company has issued the formal letter of appointment to all theIndependent Directors as prescribed under the provisions of the Companies Act 2013 andthe terms and conditions of their appointment has been uploaded on the website of theCompany.
The Board is entrusted with ultimate responsibility of the management directions andperformance of the Company. Board conducts and exercises the overall supervision andcontrol by setting the goals and policies reporting mechanism and decision makingprocesses to be followed.
A) RETIRE BY ROTATION:
In terms of Articles of Association of the Company read with Section 152 of theCompanies Act 2013 Mr. Bhagwan Singh Whole Time Director of the company retires byrotation at the ensuing Annual General Meeting and being eligible offers himself forre-appointment. The Board of Directors of the Company recommends this reappointmentInformation pursuant to Regulation 36 (3) of SEBI (Listing Obligation & DisclosureRequirements Regulations 2015 in respect of the Director who is proposed to bereappointed at the ensuing Annual General Meeting under Item No. 2 of the Notice is asunder:
|Brief Resume of the Director and Nature of his Expertise in functional areas ||Directorship/ Committee memberships in other companies: ||Disclosure of relationships between directors ||Shareholding in High Street Filatex Limited |
|BHAGWAN SINGH Mr. Bhagwan Singh has the required qualification andrich and varied experience in general corporate management finance banking and other allied fields enabling him to contribute effectively in his capacity as director. ||Directorship: Nil Committee Membership: Nil ||He is not related to any Director ||0.97% |
12. DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that they meet all the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.
13. PUBLIC DEPOSITS
The Company has not accepted any Public Depositswithin the meaning of Section 73 to 76of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014.
14. PARTICULARS OF CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGNEXCHANGE EARNING AND OUTGO
The information on conservation of energy technology absorption as required to bedisclosed pursuant to Section 134(3)(m) of the companies act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 are given to the extent applicable in "Annexure-2" forming part of this report. Foreign Exchange earnings and outgo is reportedto be NIL during the financial year.
15. AUDITORS & AUDITORS' REPORT
In terms of the provisions of Section 139 of the Act read withthe Companies (Audit andAuditors) Rules 2014 an audit firmcan hold office as statutory auditor for two terms offiveconsecutive years i.e. for a maximum period of ten years.
Further as per the provisions of the Act Company is requiredto comply with theseprovisions within three years from the commencement of the Act. M/s. N. Bhandari &Co. Chartered Accountants Jaipur Firm Registration Number: 03185C) were appointed as theStatutory Auditors of the Company in 1994 and were re-appointed at every Annual GeneralMeeting (AGM) thereafter. As they have been in office for more than 10 years incompliance with the provisions of the Act the Company had to appoint a new auditor intheir place by March 31 2017. In terms of the shareholder's resolution passed at the 20thAnnual General Meeting of the Company held on 15th September 2014 M/s. N. Bhandari&Co.shall hold office until the conclusion of the ensuing 23rdAGM. TheBoard of Directors has at its Meeting held on August 1 2017 recommended appointment ofM/s DilipBachchawat& Co. Chartered Accountants Firm Registration No.: 009311C asthe new statutory auditors of the Company to hold office for a period of 5 consecutiveyearsfrom the conclusion of this Annual General Meeting until the conclusion of 28thAnnual General Meeting of the Company.The Company has received a certificate from theStatutory Auditors to the effect that their appointment if made shall be in compliancewith the provisions of Section 139 and 141 of the Companies Act 2013. Accordingly theBoard proposes appointment of M/s DilipBachchawat& Co CharteredAccountants as thestatutory auditors of the Company in place of M/s. N. Bhandari & Co. to hold officefrom the conclusion of this AGM until the conclusion of the 28thAnnual GeneralMeeting of the Company. Necessary resolution seeking approval ofthe members forappointment of new statutory auditors has been incorporated in the Notice convening theAnnual GeneralMeeting forming part of this Annual Report.
16. AUDITOR'S REPORT AND NOTES TO FINANCIAL STATEMENTS
The Board has duly received the Statutory Auditor's Report on the financialStatementsand the observations made by the Auditors are self?explanatory and have beendealt with in Independent Auditors Report & its annexures forming part of this AnnualReport and hence do not require any further clarification.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
16. SECRETARIAL AUDITOR& SECRETARIAL AUDIT REPORT
Pursuant to the Section 204 of The Companies Act 2013 read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 every listed company shall annexwith its Board's Report a Secretarial Audit Report which is to be given by a CompanySecretary in practice.
In compliance with the aforesaid requirements the Company has alsoundergoneSecretarial Audit for the financial year 2016-17 which inter alia includesaudit of compliance with the Companies Act 2013 and the Rules made under the ActListing Agreement and Regulations and Guidelines prescribed by the Securities and ExchangeBoard of India and Foreign Exchange Management Act 1999. The Secretarial Audit Reportobtained from M/s V.M. & Associates Practicing Company Secretaries Jaipur for theF.Y. 2016-17is part of this Annual Report as "Annexure-3".
Further Pursuant to Provision of Section 204 of the Companies Act 2013 and TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Boardhas re-appointed M/s V. M. & Associates Company Secretaries in Practice Jaipur asSecretarial Auditor of the Company for the Financial Year 2017-18.
17. INTERNAL AUDITOR
Pursuant to the Section 138 of The Companies Act 2013 read with Rule 13 of theCompanies (Accounts) Rules 2014 every Listed Company is required to appoint an InternalAuditor or a firm of Internal Auditors to carry out Internal Audit of the Company.
In compliance with the aforesaid requirements the Company has appointed CAPadminiPalod to conduct the Internal Audit of the Company for the Financial Year 2016-17.
The Board have re-appointed CA PadminiPalod Chartered Accountant Jaipur as InternalAuditor of the Company to carry out Internal audit of the Company for the financial year2017-18.
18. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANYALISIS
Pursuant to the provisions of Regulation 15(2) of Chapter IV of the LODR Regulations2015 Companies having paid up equity share capital not exceeding Rs.10 crore and NetWorth not exceeding Rs.25 crore as on the last day of the previous financial year are notrequired to comply with the provisions of Regulation 27 of SEBI (LODR) Regulation 2015. Asper the latest Audited Financial Statement of the Company as at 31stMarch 2017the paid-up Equity Share Capital and the Net Worth of the Company does not exceed therespective threshold limit of Rs. 10 Crore and Rs. 25 Crore as aforesaid; hencecompliance with the provisions of the Corporate Governance are not applicable to theCompany. Consequently our Company is not required to provide separate section onManagement's Discussion and Analysis Report.
However our Company has complied with all the disclosures and requirements which areapplicable under all the rules regulations for the time being in force.
19. PARTICULARS OF EMPLOYEES
(a) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) read with rule 5 sub-rule 2 of the Companies(Appointment and Remuneration of Managerial Personnel) Amendment Rules 2016 during theyear under review. b) As Ms. Shefali Singhal Company Secretary and Compliance Officer ofthe Company is the only one withdrawing remuneration therefore our Company is notrequired to provide separate information in accordance with the provisions of Section197(12) of the Companies Act 2013 read with Rule 5(1) of The Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016.
Information as required by the provisions of Section 197 of the Companies Act 2013read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given under:
|Name ||Qualifi- cation ||Age Designa- tion ||Remunera- tion ||Experi- ence ||Dt. of Employ- ment ||Nature of Employ- ment ||Last Employ- ment |
|Shefali ||B.com ||26 Company ||222000/- ||3 ||22.07. ||Whole ||Company |
|Singhal ||M.com & CS ||Secretary || ||Years ||2015 ||Time ||Secretary High Street Fashions Limited |
21. LISTING ON STOCK EXCHANGES
The Securities of your Company are listed at BSE Limited and the Calcutta StockExchange Limited. The Company has been generally regular in complying with the provisionsof the Listing Regulations. Also the Listing fees of all the Stock Exchange in which theCompany is listed has been duly paid upto F.Y.2016-17.The Company hasalso paidtheannual listing fees for the year 2017-18.
22. NOMINATION AND REMUNERATION POLICY
The current policy is to have an appropriate mix of executive and independent Directorsto maintain the independence of the Board and separate its function of governance andmanagement. As on 31st March 2017 the Board consist of 5 Directors two ofwhom are executive and rest 3 are independent Directors. The Board periodically evaluatesthe need for change in its composition and size.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining including criteria for determining qualifications positiveattributes independence of a director and other matters provided under Sub Section(3) ofSection 178 of Companies Act 2013 adopted by the Board is appended as "Annexure-4"to the Board's Report. We affirm that the remuneration paid to the directors as per theterms laid out in nomination and remuneration policy of the Company.
23. BOARD EVALUATION & FAMILARIZATION PROGRAMME
Pursuant to the provisions of the Companies Act 2013 the Board ofDirectors carriedout an annual performance evaluation of its own performance the Directors individually aswell as its Committees.
Board Level Performance Evaluation
The Companies Act 2013 and SEBI (LODR) Regulations 2015 stipulates the performanceevaluation of the Directors including Chairman Board and its Committees. Considering thesaid provisions the Bank has devised the process and the criteria forthe performanceevaluation which has been recommended by the Nomination & Remuneration committee andapproved bythe Board.
The process for formal annual performance evaluation is as under:
Committee of Independent Directors at their separate meeting evaluates theperformance of MD & CEO Non- Executive Directors Chairman of the Bank and the Boardas a whole.
The Board evaluates the performance of the Independent Directors (excluding thedirector being evaluated) and submit its report to the Nomination & RemunerationCommittee.
The Board Evaluate the performance of Board level Committees.
Nomination & Remuneration Committee evaluate/ review the performance of eachDirector recommends appointment/reappointment/ continuation of Directors to the Board.Based on the recommendation of Nomination &Remuneration Committee Board will take theappropriate action.
The criteria for performance evaluation are as under:
Performance Evaluation of Non-Executive Directors and Chairman
Participation at Board / Committee Meetings Managing Relationship Knowledge andskill Personal attributesCompliance and Corporate Governance; Leadership; StrategyFormulation Strategy Execution Financial Planning/Performance Relationships with theBoard Human Resource Management and Succession Planning Personal Qualities;Resources;Conduct of Meetings.
Performance Evaluation of Board
Composition and Diversity; Strategic Foresight Value CreationProcess and ProceduresOversight of the Financial ReportingProcess and Internal Controls Oversight of AuditFunctions Corporate Governance Corporate Culture Monitoring ofbusiness activitiesUnderstanding of the business of the Bankand Regulatory environment; Contribution toeffective corporategovernance and transparency in the Company's Operations;Deliberations/decisions on the Company's strategies policiesplans and guidance to theExecutive Management.
Performance Evaluation of Committees
The performance and effectiveness of the Committee; Frequency and duration; Spread oftalent and diversity in the Committee;Understanding of regulatory environment anddevelopments; Interaction with the board.
The details of programme for Familiarization of Independent Directors of your companyis available on Companies website (http://www.highstreetfilatex.in/asp/familarization-independent-programme.htm) .
24. COMMITTES OF BOARD
Under the aegis of Board of Directors several committees have been constituted whichhave been delegated powers for different functional areas. The Board Committees are formedwith approval of the Board and function under their respective charters. These Boardcommittees play an important role in overall management of day to day affairs andgovernance of the Company. The Board committees meet at regular intervals takes necessarysteps to perform its duties entrusted by the Board. To ensure good governance Minutes ofthe meetings are placed before the Board for their review.
Under the provisions of the Companies Act 2013 and SEBI (Listing Obligations&Disclosure Requirements) Regulations 2015 the Board of the Company has three committeesand one mechanism namely: I. Audit Committee II. Stakeholders' Relationship Committee III.Nomination and Remuneration Committee IV. Vigil Mechanism These are briefly enumerated asunder:
I. Audit Committee:
The Audit Committee is duly constituted in accordance with the Listing Agreement readwith SEBI (LODR)Regulations 2015 and of Section 177 of the Companies Act 2013 read withRule 6 of the Companies (Meetings ofthe Board and its Powers) Rules 2014. It adheres tothe terms of reference prepared in compliance with Section177 of the Companies Act 2013and SEBI (LODR) Regulations 2015.The Audit Committee of the Board of Directors ("theAudit Committee") is entrusted with the responsibility to supervise the Company'sinternal controls and financial reporting process.The Committee acts as a link between theManagement the Statutory Auditors the Internal Auditors Secretarial Auditors and theBoard of Directors. a.) Composition:
The Audit Committee comprises of three Directors all of whom are Non-ExecutiveIndependent Directors. All the members of Audit Committee are financially literate andbring in expertise in the fields of finance taxation economics risk and internationalfinance. Mr. RajdeepGhiya Non Executive Independent Director is the Chairman of theCommittee. The Audit Committee seeks to ensure both corporate governance and providesassistance to the Board of Directors in fulfilling the Board's overall responsibilities.
The constitution of the Audit Committee is as under:
|Name of Members ||Designation |
|Mr. RajdeepGhiya ||Chairman (Non executive Independent Director) |
|Mr. Devendra Kumar Palod ||Member (Non executive Independent Director) |
|Mr. Rajneesh Chindalia ||Member (Non executive Independent Director) |
b.) Terms of Reference-
The terms of reference of the Audit Committee are in accordance with Section 177 of theCompanies Act 2013 and are as follows:
Overview of the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements reflect a true and fairposition as well as to ensure that correct sufficient and credible information aredisclosed.
Recommending to the Board the appointment re-appointment and replacement/removal of statutory auditor and fixation of audit fee and payment of any other service.
Approval of the payment to Statutory Auditors for any other services rendered bythem.
Reviewing with Management the annual financial statements before submission tothe Board for approval focusing primarily on:
Matters required tobe included in the Directors' Responsibility Statementincluded in the report of the Board of Directors.
Any changes in accounting policies and practices thereof and reasons for thesame.
Major accounting entries involving estimates based on the exercise of judgmentby management.
Significant adjustments made in the financial statements arising out of Auditfindings.
Compliance with Stock Exchange and other legal requirements concerning financialstatements.
Disclosure of related party transactions.
The going concern assumption and compliance with Accounting Standards.
Qualifications in draft audit report.
Reviewing with the management the quarterly financial statements beforesubmission to the board for approval.
Reviewing with the management the statement of uses/application of funds raisedthrough an issue i.e. public issue rights issue preferential issue etc.
Reviewing with the management performance of statutory and internal auditorsand adequacy of the internal control systems.
Reviewing the adequacy of internal audit function if any including thestructure of the internal audit department staffing and seniority of the official headingthe department reporting structure coverage and frequency of internal audit.
Discussion with internal auditors on any significant findings and follow upthere on.
Reviewing the findings of any internal investigations by the internal auditorsinto matters where there is suspected fraud or irregularity or a failure of internalcontrol systems of a material nature and reporting the matter to the board.
Discussion with statutory auditors before the audit commences about the natureand scope of audit as well as post-audit discussion to ascertain any area of concern.
To review the functioning of the Whistle Blower mechanism in case the same isexisting.
Approval of appointment of CFO (i.e. the whole-time Finance Director or anyother person heading the finance function or discharging that function) after assessingthe qualifications experience & background etc. of the candidate.
Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
Powers of Audit Committee:
To investigate any activity within its terms of reference.
To seek information from any employee.
To obtain outside legal and professional advice. c.) Audit Committee Meetingsand Attendance-
During the Financial Year 2016-2017 4(Four) meetings of the Audit Committee were held.The necessary quorum was present in all the meetings. The Audit Committee Meetings areusually held at the registered office of the Company. The dates of the meetings are:
|28th May 2016 ||27th July 2016 ||12th November 2016 |
|10th February 2017 || || |
The table below provides the attendance of the Audit Committee members:
|Name ||Position ||Category || |
No. of Audit Committee Meeting during the year
| || || ||Held ||Attended |
|Mr. RajdeepGhiya ||Chairman ||Non-executive Independent Director ||4 ||4 |
|Mr. Devendra Kumar Palod ||Member ||Non-executive Independent Director ||4 ||4 |
|Mr. Rajneesh Chindalia ||Member ||Non-executive Independent Director ||4 ||4 |
d) The Audit Committee invites such of the executives as it considers appropriate i.e.the head of the finance (CFO) representatives of the Statutory Auditors etc. to attendthe Committee's meetings.
The Company Secretary of the Company acts as the Secretary to the Audit Committee.
. Stakeholders' Relationship Committee:
The Stakeholders Relationship Committee is entrusted with the responsibility ofaddressing theshareholders'/ investors' complaints with respect to transfer transmissionof shares duplicate issuance of share certificate non-receipt of Annual Reportnon-receipt of dividend etc.
This committee overlooks the performance of the Registrar and Share Transfer Agent andto recommend measures for overall improvement in the Quality of Investor services. TheCompany has always valued its customer relationships. a.) Composition:
Constitution of the Committee is as under:
|Name ||Category |
|Mr. Devendra Kumar Palod ||Chairman (Independent Non-executive) |
|Mr. Rajneesh Chindalia ||Member (Independent Non-executive) |
|Mr. RajdeepGhiya ||Member (Independent Non-executive) |
b.) Terms of reference of the Stakeholders' Relationship Committee are broadly asunder-
The Stakeholders' Relationship Committee specifically looks into various issues of theShareholders such asThis committee is formed to resolve grievances of the security holdersof the company including complaints related to the transfer of shares non-receipt ofbalance sheet non- receipt of declared dividends redressal of shareholders' complaintsetc. c.) Meetings
In order to expedite the working of the committee the members of the committee meetregularly as and when it is required. During the year 2016-17 4 (Four) meetings of thecommittee were held. Dates of the Meetings are:
|28th April 2016 ||22nd July 2016 ||24th October 2016 |
|16th March 2017 || || |
d.) Details of Complaints:
No. of Complaints received and solved during the year-Q1- 1 Q2- Nil Q3- 1 Q4-Nil
No pending complaints were there as on March 31 2017. e.) Mr. DevendraKumar Palod acts as the Chairman of the Stakeholders' Relationship Committee. CompanySecretary of the Company acts as the Secretary of the Committee.
III. Nomination and Remuneration Committee-
The Nomination and Remuneration Committee reviews and recommends the payment ofsalaries commission and finalizes appointment and other employment conditions ofDirectors Key Managerial Personnel and other Senior Employees.
The Nomination and Remuneration Committee has been constituted in order to bring aboutobjectivity in determining the remuneration package while striking a balance between theinterest of the Company and the shareholders.
The Remuneration Committee presently comprises of three members viz. Mr. RajneeshChindalia Mr. Devendra Kumar Palod and Mr. RajdeepGhiya. Mr. Rajneesh Chindalia is theChairman of the Committee.
Terms of Reference-
The function of the Committee includes recommendation of remuneration promotionsincrements etc. for the Executives to the Board of Directors for approval. The Committeeis constituted with a view to-
Determine the remuneration policy of the Company; service agreements and otheremployment conditions of Whole-time Director(s) and senior management.
Review the performance of the employees and their compensation;
The Committee has the mandate to recommend the size and composition of theBoard establish procedures for the nomination process and recommend candidates forselection to the Board/ nominate Whole-time Director(s); and
Such other matters as the Board may from time to time request the Nomination andRemuneration Committee to examine and recommend/approve.
Meetings - During the Financial Year 2016-17 2 (Two) meetings were held
|27th July 2016 ||12th November 2016 |
Non-executive Independent Directors shareholding as on 31st March2017:
|Name of the Director ||Designation ||No. of Shares Held |
|Mr. Rajneesh Chindalia ||Chairman ||NIL |
|Mr. RajdeepGhiya ||Member ||NIL |
|Mr. Devendra Kumar Palod ||Member ||NIL |
25. VIGIL MECHANISM/WHISTLE BLOWER POLICY
As per Section 177 of the Companies Act 2013 it is necessary to establish a VigilMechanism for their Directors and Employees to report concerns about unethicalbehaviouractual or suspected fraud or violation of your Company's Codeof Conduct.Thepurpose of this Policy is to provide a framework to promote responsible whistle blowing byemployees. It protects employees wishing to raise a concern about serious irregularitiesunethical behavior actual or suspected fraud within the Company. Under such mechanismthe employees are free to report violations of applicable laws and regulations and theCode of Conduct.
The Audit Committee of the Board is committed to ensure fraud-free work environment andto this end the Committee has laid down a Whistle Blower Policy providing a platform toall its stakeholders including employees and auditors regulatory agencies and customersof the Company to report any suspected or confirmed incident of fraud/misconduct throughany of the following reporting protocols: Accordingly your Company has established aVigil Mechanism/Whistle Blower Policy the details of Vigilance Officer is as under: Name:MR. RAJDEEP GHIYA (Non Executive Independent Director) Email: firstname.lastname@example.orgDuring the year no one has denied access to the audit committee. The policy is alsoavailable at Company website (http://www.highstreetfilatex.in/ asp/vigil%20mechansim1.pdf)
26. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5)of the Companies Act 2013 with respectto Directors' Responsibility Statement our directors confirm that: i) In the preparationof annual accounts the applicable accounting standards had been followed along withproper explanationrelating to material departures; ii) Selected such accounting policiesand applied them consistently and made judgments and estimates that are reasonable andprudent so as to give a true and fair view of the state of the affairs of the Company asat 31st March 2017 and of the profit or loss of the Company for that period;iii) Had taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act 2013 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(iv) Prepared annual accounts on a going concern basis.
(v) Had laid down internal financial controls to be followedby the Company and thatsuch internal financial controls are adequate and were operating effectively; (vi) Devisedproper systems to ensure compliance with the provisions of all applicable laws and suchsystems are adequate and are operating effectively.
27. INTERNAL FINANCIAL CONTROL
The Company's management is responsible for establishing andmaintaining internalfinancial controls based on the internalcontrol over financial reporting criteriaestablished by theCompany considering the essential components of internal control.Theseresponsibilities includethe design implementation and maintenance of adequateinternalfinancial controls that were operating effectively for ensuring theorderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets theprevention and detection of frauds and errors the accuracyandcompleteness of the accounting records and the timelypreparation of reliable financialinformation as required underthe Companies Act 2013.The Company has in place adequateinternal financial controls with reference to financial statements. During the year suchcontrols were tested and no reportable material weaknesses in the design or operation wereobserved.
28. CODE OF CONDUCT
The Board approved and adopted the Code of Conduct including Code of Conduct forPrevention of Insider Tradingand Whistle Blower Policy as applicable to the Board Membersand the Senior Management Personnel of theCompany. The Code has been posted on the websiteof the Company. All Board Members and Senior ManagementPersonnel have affirmed compliancewith the Code and a declaration to this effect signed by the Managing Directoris annexedto this report.
AFFIRMATION ON COMPLIANCE WITH CODE OF CONDUCT
To the best of my knowledge and belief and on the basis of declarations given to me bythe Directors and the SeniorManagement Personnel of the Company I hereby affirm that aCode of Conduct for the Board Members and theSenior Management Personnel of the Companywhich includes Code of Conduct for Prevention of Insider Tradingand Whistle Blower Policyhas been approved by the Board of Directors and all Directors and the SeniorManagementPersonnel have fully complied with the provisions of the Code of Conduct of the Company.
For and on Behalf of the Board of Directors Place: Jaipur of High Street FilatexLimited Sd/-Sabita Roy (Chief Financial Officer) 29. SEXUAL HARASSMENT POLICY
Our Company has zero tolerance towards sexual harassment at the workplace and hasadopted a Policy on Sexual Harassment in line with the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules madethereunder. The said policy can be accessed on the Company's websitewww.highstreetfilatex.in.
Your directors place on record their sincere appreciation to the business associatesits management bankers technology providers equipment suppliers statutory authoritiesStock Exchanges and to the Investors/ Shareholders for the co-operation and supportextended to the company. Your directors also wish to place on record their deepappreciation to the employees for their hard workdedication and commitment. Theperseverance and unstinting efforts of the employees has enabled the company to retain itsBrand within the sector.
Date: 1st August 2017 For and on Behalf of the Board of Directors Place: Jaipur ofHigh Street Filatex Limited Sd/-Bhagwan Singh
(Chairman) DIN: 02305246