High Street Filatex Ltd.
|BSE: 531301||Sector: Others|
|NSE: N.A.||ISIN Code: INE319M01011|
|BSE LIVE 15:14 | 06 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 531301||Sector: Others|
|NSE: N.A.||ISIN Code: INE319M01011|
|BSE LIVE 15:14 | 06 Sep||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
High Street Filatex Limited
Your Directors have immense pleasure in presenting the 22ndAnnual Report onthe business and operations of your Company together with the Audited FinancialStatements for the year ended on March 31 2016.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31 2016 issummarized as below: (Rs. in Lacs)
2. STATE OF COMPANYS AFFAIRS AND FUTURE OUTLOOK
During the year under review there has been significant improvement in the performanceof the Company as compared with the previous year. Our revenue from operations has beenincreased at a tremendous growth as compared to the previous year i.e. from Rs. 122.64Lacs to Rs. 322.89 Lacs. but as a result of inflation and increase in prices of rawmaterial the net profit after tax from operations during the year under review decreasedto Rs. 1.40 Lacs as against net profit of Rs. 8.28 Lacs in the previous year. Managementis planning to establish new project with the object of attainment of better future &growth. Consequent to such establishment innovative knitting products will be developedand launched and wide new range of socks for all type of age groups wrist bands andheadbands will be produced.
Following the conservative approach to retain profits your Directors did not recommendpayment of any dividend for the Financial Year 2015-16.
4. AMOUNTS TRANSFERRED TO RESERVES
No such amount is proposed to be transferred to reserves.
5. EXTRACT OF ANNUAL RETURN an extract of Annual Return in Form MGT-9 containingdetails as on the financial year ended 31st March 2016 as required underSection 92 (3) of the Companies Act 2013 read with The Companies (Management andAdministration) Rules 2014in the prescribed format is appended as "Annexure-1" to the Boards 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) Regulation 2015 and ListingAgreement with Stock Exchange. The Board meets at regular intervals to discuss and decideon business 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 Boards approval is taken throughcircular resolution which is noted and confirmed at the subsequent Board meeting.
The Board meets at least once in a quarter to review the quarterly performance and thefinancial results of the Company. Notice of each Board Meeting is given well in advance inwriting to all the Directors. The agenda along with relevant notes and other materialinformation are sent in advance separately to each Director. The Agenda along with therelevant notes and other material information is circulated a week prior to the date ofthe meeting. This ensures timely and informed decisions by the Board. During the FinancialYear every Board Meeting was conducted in accordance with all the relevant provisionsapplicable.
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 Companys business policy andstrength apart from other normal Board business. During the year 2015-2016 8 (Eight)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:
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.
8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
There are no such Contract or arrangements entered into by the company with relatedparties referred to in Section 188(1) 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 position of theCompany which have occurred between the end of the financial year to which this financialstatements relate and the date of this Report.
10. RISK MANAGEMENT POLICY
The Company has developed a very comprehensive risk management policy under which allkey risk and mitigation plan are compiled in three stages i.e. Risk evaluation riskestimation and risk reporting. The objective of the policy is to create and protectshareholders value by minimizing threats or losses and identifying and maximizingopportunities. For a detailed risk management policy please refer websitewww.highstreetfilatex.com
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
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) APPOINTMENT OF COMPANY SECRETARY & COMPLIANCE
The Board of Directors in its meeting held on 22nd July 2015 has approvedthe appointment of Ms. Shefali Singhal as Company Secretary & Compliance Officer ofthe Company in place of Ms. Nidhi Khandelwal.
B) RETIRE BY ROTATION:
In terms of Articles of Association of the Company read with Section 152 of theCompanies Act 2013 Ms. Sabita Roy Director of the company retires by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment. TheBoard of Directors of the Company recommends this re-appointment Information pursuant toRegulation 36 (3) of SEBI (Listing Obligation & Disclosure Requirements Regulations2015 in respect of the Director who is proposed to be reappointed at the ensuing AnnualGeneral Meeting under Item No. 2 of the Notice is as under:
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 Deposits within 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 related to conservation of energy and technology absorption asrequired under Section 134 (3)(m) of the Companies Act 2013 and Rule 8(3) of theCompanies (Accounts) Rules 2014 is annexed and forms part of this report as "Annexure-2".
Foreign Exchange earnings and outgo is reported to be NIL during the financial year.
15. AUDITORS & AUDITORS REPORT
M/s. N. Bhandari & Co. Chartered Accountants Jaipur (Firm Registration Number:03185C) were appointed as Statutory Auditors of the Company at the Annual General Meetingheld on 15th September 2014 for a term of three consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting. Therefore beingeligible the Board of Directors of the company have recommended the ratification of theirappointment as Statutory Auditor to the Shareholders of the company.
As required under the provisions of Section 139 of the Companies Act 2013 the companyhas obtained a written consent and certificate from the above mentioned Auditors to theeffect that they confirm with the limits specified in the said Section and they had alsogiven their eligibility certificate stating that they are not disqualified for appointmentwithin the meaning of Section 141 of Companies Act 2013. The observations made by theAuditors are self explanatory and have been dealt with in Independent Auditors Report& its annexures forming part of this Annual Report and hence do not require anyfurther 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 Boards Report a Secretarial Audit Report which is to be given by a CompanySecretary in practice.
In compliance with the aforesaid requirements the Company has also undergoneSecretarial Audit for the financial year 2015-16 which inter alia includes audit ofcompliance with the Companies Act 2013 and the Rules made under the Act ListingAgreement and Regulations and Guidelines prescribed by the Securities and Exchange Boardof India and Foreign Exchange Management Act 1999. The Secretarial Audit Report obtainedfrom M/s V.M. & Associates Practicing Company Secretaries Jaipur for the F.Y.2015-16 is part of this Annual Report as "Annexure-3".
The Secretarial Audit report for the financial year ended 31st March 2016is selfexplanatory and does not contain any Qualification reservation or adverse remark.
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 2016-17.
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 CA PadminiPalod to conduct the Internal Audit of the Company for the Financial Year 2015-16.
The Board have re-appointed CA Padmini Palod Chartered Accountant Jaipur as InternalAuditor of the Company to carry out Internal audit of the Company for the financial year2016-17.
18. 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 (Listing Obligation &Disclosure Requirements) Regulation 2015.
As our Company falls in the ambit of exemption the compliance with the same is notmandatory for our Company. Consequently our Company is not required to provide separatesection on Managements Discussion and Analysis Report.
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 of the Company isthe only one withdrawing remuneration therefore our Company is not required to provideseparate information in accordance with the provisions of Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of The Companies (Appointment and Remuneration ofManagerial Personnel) Amendment Rules 2016.
20. CORPORATE GOVERNANCE
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 .As our Company falls in the ambit of exemption the compliance of the same is notmandatory for our Company. Consequently our Company is not required to provide separatesection on Managements 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.
21. CASH FLOW STATEMENT
As required under Regulation 53 of SEBI (LODR) Regulations 2015 a Cash FlowStatement as prepared under the indirect method as prescribed in Accounting Standard-3(AS-3) by the Institute of Chartered Accountants of India is given along with BalanceSheet and Statement of Profit and Loss.
22. 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 Agreement. Also the Listing fees of all the Stock Exchange in which theCompany is listed has been duly paid upto F.Y. 2016-17.
23. 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 2016 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 Boards Report. We affirm that the remuneration paid to the directors as perthe terms laid out in nomination and remuneration policy of the Company.
24. BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 the Board of Directors carriedout an annual performance evaluation of its own performance the Directors individually aswell as its Committees.. And Regulation 17 (10) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 and Schedule IV of the Companies Act 2013states that the performance evaluation of Independent Director shall be done by the entireBoard of Directors excluding the director being evaluated.
The Board performance is evaluated on the basis of number of Board and Committeemeetings attended by individual Director participation of Director in the affairs of thecompany duties performed by each Director targets achieved by company during the year.The Board further discusses the areas where the performance is not up to the desiredlevel.
25. 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 necessary steps toperform its duties entrusted by the Board. To ensure good governance Minutes of themeetings are placed before the Board for their review.
Currently the Board of the Company has three committees and one mechanism namely:
I. Audit Committee
II. Stakeholders Relationship Committee
III. Nomination and Remuneration Committee
These are briefly enumerated as under:
I. Audit Committee:
Pursuant to the provisions of Section 177 of the Companies Act 2013 the Board ofDirectors of every listed Company shall constitute an Audit committee which shall consistof minimum of three Directors with Independent Directors forming majority.
The Audit Committee of the Board of Directors ("the Audit Committee") isentrusted with the responsibility to supervise the Companys internal controls andfinancial reporting process. The composition quorum powers role scope etc. arereconstituted wherever necessary in accordance with the Companies Act 2013 and ListingAgreement. 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. Rajdeep Ghiya 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 Boards overallresponsibilities.
The constitution of the Audit Committee is as under:
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 Companys financial reporting process and the disclosure ofits financial 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 to be 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 fundsraised through 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 Meetings and Attendance-
During the Financial Year 2015-2016 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:
The table below provides the attendance of the Audit Committee members:
d) The Audit Committee invites such of the executives as it considers appropriatei.e. the head of the finance (CFO) representatives of the Statutory Auditors etc. toattend the Committees meetings.
The Company Secretary of the Company acts as the Secretary to the Audit Committee.
II. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee is entrusted with the responsibility ofaddressing the shareholders/ investors complaints with respect to transfertransmission of shares duplicate issuance of share certificate non-receipt of AnnualReport non-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:
b.) Terms of reference of the Stakeholders Relationship Committee are broadly asunder-
The Stakeholders Relationship Committee specifically looks into various issues ofthe Shareholders such as registration of transfer of shares issue of share certificatesredressal of shareholders complaints credit of shares into Demat Accountfacilitation of better investor services etc. The committee has been delegated by theBoard to approve transfer / transmission of shares and to deal with all the mattersrelated thereto. 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 2015-16 9 (Nine) meetings of thecommittee were held. Dates of the Meetings are:
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 2016. 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. Rajdeep Ghiya. 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 2015-16 4 (Four) meetings were held
22thJuly 2015 10th August 2015 7th November 2015 30thDecember 2015
Non-executive Independent Directors shareholding as on 31st March2016:
26. 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 their grievances by every listedCompany. The purpose of this Policy is to provide a framework to promote responsiblewhistle blowing by employees. It protects employees wishing to raise a concern aboutserious irregularities unethical behavior actual or suspected fraud within the Company.Under such mechanism the employees are free to report violations of applicable laws andregulations and the Code 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: email@example.comDuring the year no one has denied access to the audit committee. The policy is alsoavailable at Company website www.highstreetfilatex.com
27. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors Responsibility Statement the Directors confirm that: i) In thepreparation of annual accounts for the financial year 2015-16 the applicable accountingstandards have been followed along with proper explanations and disclosures relating tomaterial departures if any; ii) They have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of the affairs of the Company as at 31stMarch 2016 and of the profit or loss of the Company for that period; iii) To the best oftheir knowledge and information they have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of CompaniesAct 2013 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (iv) They have prepared annual accounts on a going concernbasis. (v) They have laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively; (vi)They have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and are operating effectively.
28. INTERNAL FINANCIAL CONTROL
The Company has in place adequate internal financial controls with reference tofinancial statements. During the year such controls were tested and no reportablematerial weaknesses in the design or operation were observed.
Your Directors wish to express their gratitude to all the business associates itsmanagement statutory authorities Stock Exchanges and to the Investors/ Shareholders forthe confidence reposed in the Company and supporting the Company during all crucial andcritical issues through their kind cooperation. The Directors also convey their deep senseof appreciation for the committed services by the employees at all levels for theirenormous personal efforts as well as collective contribution to the Company.
FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN
as on financial year ended on 31.03.2016
Pursuant to Section 92 (3) of the Companies Act 2013 and rule 12(1) of the Companies(Management & Administration ) Rules 2014. I REGISTRATION & OTHER DETAILS:
II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of thecompany shall be stated
III PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES
IV SHAREHOLDING PATTERN (Equity Share capital Break up as % of total Equity)
I) Category Wise Shareholding
(ii) SHARE HOLDING OF PROMOTERS
Date wise increase/decrease in Promoters Share holding during the year specifying thereasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)
(iv) Shareholding Pattern of top ten Shareholders (other than Direcors Promoters& Holders of GDRs & ADRs)
(v) Shareholding of Directors & Key Managerial Personnel
*Ms. Nidhi Khandelwal resigned from post of Company Secretary in July 2015
Indebtedness of the Company including interest outstanding/accrued but not due forpayment
VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director Whole time director and/or Manager: NIL
B. Remuneration to other directors: NIL
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES
ANNEXURE TO DIRECTORS REPORT
Particulars as prescribed under Section 134 (3) (m) of the Companies Act 2013 readwith Rule 8 of Companies (Accounts) Rules 2014 and forming part of the DirectorsReport for the year ended March 31 2016.
I. CONSERVATION OF ENERGY
(a) Energy Conservation measures taken:
The Company has taken appropriate steps and made necessary arrangements to conserve andoptimize the use of energy through improved operational methods and other means. It istaking adequate steps for reduction in non-essential loads to conserve power by increasingthe production in each run.
(b) Additional investments and proposals if any being implemented for reduction ofconsumption of energy:
The Company is making constant efforts to locate all the possible areas whereadditional investment can be considered for conservation of energy.
(c) Impact of above measures:
The above measures have resulted in environment protection and more efficientutilization of power & reduction in energy consumption has considerably reduced theexpenses and cost of production of goods.
(d) Total energy consumption and energy consumption per unit of production: As perForm A below.
DISCLOSURE OF PARTICULARS WITH RESPECT
TO CONSUMPTION OF ENERGY
II. TECHNOLOGY ABSORPTION
DISCLOSURE OF PARTICULARS WITH RESPECT TO ABSORPTION RESEARCH AND DEVELOPMENT (R &D)
RESEARCH & DEVELOPMENT: a.) Specific areas in which R & D is proposedto be carried out by the Company:
The R & D activities of the Company have been directed towards improvement in theexisting product range such as medically treated socks diabetic socks aloevera socksanti bacterial treated socks etc. as well as to develop new products in line such asleggings designer wrist bands and headbands etc. with the latest trend of consumers.Continuous efforts have been made to achieve the above. b.) Benefits derived:
With the introduction of R & D activities the Company has been able to improve thequality of its products cost reduction better customer satisfaction reduction ofwastage and has improved environmental conditions. c.) Future plan of action:
With the object of attainment of better future and growth and reducing the recurringlosses innovative knitting products will be developed and launched and wide new range ofsocks for all type of age groups wrist bands and headbands will be produced.
TECHNOLOGY ABSORPTION ADAPTION AND INNOVATION: a.) Efforts made:
Continuous efforts are being made for improvement in the existing production processand products through better machines with upgraded technology so that the Company canbring profits in the Company. b.) Benefits:
The Company has been able to improve the quality of its products. Also there is reducedlabour due to machines with upgraded technology. c.) Technology Imported: Nil
High Street Filatex Limited
B-17 IInd Floor 22 Godam Industrial Area Jaipur 302006 (Rajasthan)
We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by High Street Filatex Limited(hereinafter called "the Company"). Secretarial Audit was conductedin a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing our opinion thereon.
Based on our verification of the Companys books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2016 (AuditPeriod) complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter: We have examined the books papersminute books forms and returns filed and other records maintained by the Company for thefinancial year ended on March 31 2016 according to the provisions of:
(i) The Companies Act 2013 (the Act) and the rules made thereunder; (ii) TheSecurities Contracts (Regulation) Act 1956 (SCRA) and the rules made thereunder; (iii) The Depositories Act 1996 and the Regulations and Bye-laws framedthereunder; (iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;
(Not applicable to the Company during the Audit Period)
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (SEBI Act):-(a) The Securities and ExchangeBoard of India (Substantial Acquisition of Shares and Takeovers) Regulations 2011; (b)The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations1992; (repealed w.e.f. 15th May 2015) (c) The Securities and Exchange Board ofIndia (Issue of Capital and Disclosure Requirements) Regulations 2009; (Not applicableto the Company during the Audit Period)
(d) The Securities and Exchange Board of India (Share Based Employee Benefits)Regulations 2014; (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 ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009; (Not applicable to the Company during the Audit Period)
(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998; (Not applicable to the Company during the Audit Period)
(i) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015 and (j) The Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (vi) As confirmed by the management thereare no sector specific laws that are applicable specifically to the company.
We have also examined compliance with the applicable clauses of the following: i.Secretarial Standards issued by The Institute of Company Secretaries of India; ii. TheListing Agreements entered into by the Company with Stock Exchanges.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. as mentioned above.
We further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision is carried through while the dissenting members views if anyare captured and recorded as part of the minutes.
We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
We further report that during the audit period the company has not undertaken anyevent/action having a major bearing on the Companys affairs in pursuance of theabove referred laws rules regulations guidelines standards etc.
Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.
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 thecompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. We have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.
3. We have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained the Management representation about thecompliance of laws rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.
6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the company.
NOMINATION AND REMUNERATION POLICY
In pursuance of the Companys policy to consider human resources as its invaluableassets to pay equitable remuneration to all Directors Key Managerial Personnel (KMP) andemployees of the Company to harmonize the aspirations of human resources consistent withthe goals of the Company and in terms of the provisions of the Companies Act 2013 and thelisting agreement as amended from time to time The Board of Directors of High StreetFilatex Limited ("the Company") reconstituted the "NominationCommittee" as "Nomination and Remuneration Committee" at the Meeting heldon May 28 2014 with immediate effect consisting of three (3) Non-Executive Directors ofwhich majority are Independent Directors. The policy on nomination and remuneration ofDirectors Key Managerial Personnel and Senior Management has been formulated by theCommittee and approved by the Board of Directors. Objective and purpose of the Policy: Theobjective and purpose of this policy are:
To lay down criteria and terms and conditions with regard to identifying personswho are qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.
To determine remuneration based on the Companys size and financialposition and trends and practices on remuneration prevailing in industry.
To carry out evaluation of the performance of Directors as well as KeyManagerial and Senior Management Personnel.
To provide them reward linked directly to their effort performance dedicationand achievement relating to the Companys operations.
To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
The Nomination and Remuneration Policy has been formulated in order to bring aboutobjectivity in determining the remuneration package while striking a balance between theinterest of the Company and the shareholders. In the context of the aforesaid criteria thefollowing policy has been formulated by the Nomination and Remuneration Committee andadopted by the Board of Directors at its meeting held on 28th May 2014.
Act means the Companies Act 2013 and Rules framed there under asamended from time to time.
Board means Board of Directors of the Company.
Directorsmeans Directors of the Company.
Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.
Company means High Street Filatex Limited.
Independent Director means a director referred to in Section 149 (6) ofthe Companies Act 2013.
Key Managerial Personnel (KMP) means-
(i) Chief Executive Officer or the Managing Director or the Manager; (ii) Whole-timeDirector; (iii) Chief Financial Officer; (iv) Company Secretary; (v) Such other officer asmay be prescribed under the applicable statutory provisions / regulations.
Senior Management means Senior Management means personnel of the companywho are members of its core management team excluding the Board of Directors includingFunctional Heads.
Constitution of the Nomination and Remuneration Committee:
The Board has changed the nomenclature of Remuneration Committee by renaming it asNomination and Remuneration Committee on 28th May 2014. The Nomination andRemuneration Committee comprises of following Directors:
The Board has the power to reconstitute the Committee consistent with theCompanys policy and applicable statutory requirement.
The Policy is applicable to:
Directors (Executive and Non Executive)
Key Managerial Personnel
Senior Management Personnel
The key features of this Companys policy shall be included in the BoardsReport.
MATTERS TO BE DEALT WITH PERSUED AND RECOMMENDED TO THE BOARD BY THE NOMINATION ANDREMUNERATION COMMITTEE:
The Committee shall:
1. Formulate the criteria for determining qualifications positive attributes andindependence of a director.
2. Identify persons who are qualified to become Director and persons who may beappointed in Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.
3. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.
POLICY FOR APPOINTMENT AND REMOVAL OF DIRECTOR KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
3. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years.
Term / Tenure:
Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
An Independent Director shall hold office for a term up to five consecutiveyears on the Board of the Company and will be eligible for re-appointment on passing of aspecial resolution by the Company and disclosure of such appointment in the Boardsreport.
No Independent Director shall hold office for more than two consecutive termsbut such Independent Director shall be eligible for appointment after expiry of threeyears of ceasing to become an Independent Director. Provided that an Independent Directorshall not during the said period of three years be appointed in or be associated withthe Company in any other capacity either directly or indirectly. However if a person whohas already served as an Independent Director for 5 years or more in the Company as on 1stOctober 2014 or such other date as may be determined by the Committee as per regulatoryrequirement he / she shall be eligible for appointment for one more term of 5 years only.
At the time of appointment of Independent Director it should be ensured thatnumber of Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director KMPand Senior Management Personnel at regular interval (yearly).
Due to reasons for any disqualification mentioned in the Companies Act 2013rules made thereunder or under any other applicable Act rules and regulations theCommittee may recommend to the Board with reasons recorded in writing removal of aDirector KMP or Senior Management Personnel subject to the provisions and compliance ofthe said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per theapplicable provisions of the Companies Act 2013 and the prevailing policy of the Company.The Board will have the discretion to retain the Director KMP Senior ManagementPersonnel in the same position / remuneration or otherwise even after attaining theretirement age for the benefit of the Company.
POLICY RELATING TO THE REMUNERATION FOR THE WHOLE-TIME DIRECTOR KMP AND SENIORMANAGEMENT PERSONNEL
1. The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
2. The remuneration and commission to be paid to the Whole-time Director shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company contract of service the provisions of the Companies Act2013 and the rules made thereunder.
3. Increments to the existing remuneration / compensation structure may be recommendedby Board which should be within the slabs approved by the Shareholders in the case ofWhole-time Director.
In view of the present financial position of the Company no Director is entitled toreceive remuneration by way of fees for attending meetings of Board or Committee thereof.Provided Board is empowered to fix the sitting fees for the Directors however theamount of such fees shall not exceed Rs. One lakh per meeting of the Board or Committee orsuch amount as may be prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Companies Act 2013.
An Independent Director shall not be entitled to any stock option of the Company.