New Light Apparels Ltd.
|BSE: 540243||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE835U01019|
|BSE 15:19 | 16 Mar||28.85||
|NSE 05:30 | 01 Jan||New Light Apparels Ltd|
New Light Apparels Ltd. (NEWLIGHTAPPARE) - Director Report
Company director report
Your Directors are pleased to present the 22nd Annual Report on the businessand operations of the Company together with the Audited Financial Statements for the yearended March 31 2017.
Amount in (Rs)
During the year under review there was revenue from operations of Rs. 75203518/- asagainst Rs. 72347069/- in the previous year .The Company has earned a profit of Rs. 413441/-in the current year as against profit of Rs. 288666/- in the previous year.
Your Directors do no propose to transfer any amount to the general reserve and retainRs. 413441/- in the profit and loss accounts.
Keeping in view the present financial position of the company your Directors do notrecommend any dividend for the year ended 31st March 2017.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid in the last year.
(A) AUTHORISED SHARE CAPITAL
The Authorised Share Capital of the Company stands at Rs. 35000000/-(divided into 3500000 Equity shares of Rs.10/- each). During the year there has been no change in theAuthorised Share Capital of the Company.
(B) ISSUED SHARE CAPITAL
The Issued Share Capital of the Company stands at Rs. 32513000/-(divided into 3251300 Equity Shares of Rs.10/- each). During the year there has been no change in theissued Share Capital of the Company.
(C) SUBSCRIBED & FULLY PAID UP SHARE CAPITAL EQUITY
The Subscribed & fully paid up Share Capital of the Company stands at Rs.21962300/- (divided into 2196230 Equity shares of Rs.10/- each). During the yearthere has been no change in the fully paid up Share Capital of the Company.
(D) SUBSCRIBED & NOT FULLY PAID UP SHARE CAPITAL EQUITY
The Subscribed & partly paid up Share Capital of the Company stands at Rs.5275350/- (divided into 1055070 Equity shares of Rs.5/- each). During the year therehas been no change in the not fully paid up Share Capital of the Company
(E) PAID-UP SHARE CAPITAL EQUITY
The paid up Share Capital of the Company stands at Rs. 21962300/- (divided into2196230 Equity shares of Rs.10/- each) and Rs. 5275350/- (divided into 1055070Equity shares of Rs.5/- each) Rs. 27237650/-paid up Share Capital. During the yearthere has been no change in the paid up Share Capital of the Company.
During the year under review the company has undertaken following transactions:
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company during theyear under review.
REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
Your Directors are optimistic about company's business and hopeful of betterperformance. There was no change in the nature of business of company.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statements relateon the date of this report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 andCompany's Articles of association Mr. Sandeep Makkad Chairman and Managing Director andSh. Gurcharan Makkad Whole time Director retires by rotation at the 22ndAnnual General meeting and being eligible offers their for re-appointment. The Boardrecommends themself reappointment for the consideration of the Members of the Company atthe ensuing 22nd Annual General Meeting.
The details of the Directors being recommended for re-appointment as required under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 are contained inthe accompanying Notice convening the ensuing Annual General Meeting of the Company.
INDEPENDENT DIRECTORS DECLARATION
The Independent Directors have confirmed and given declarations that they are notdisqualified to act as an Independent Director in compliance with the provisions ofSection 149(6) of the Companies Act 2013 and Regulation 16(b) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Board is also of theopinion that the Independent Directors fulfill all the conditions specified in theCompanies Act 2013 making them eligible to act as Independent Directors.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the Company asrequired under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isprovided in a separate section and forms an integral part of this Report.
EVALUATION OF THE BOARD'S PERFORMANCE
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 (10) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a structuredquestionnaire was prepared after taking into consideration the various aspects of theBoard's functioning composition of the Board and its Committees Culture execution andperformance of specific duties obligations and governance.
The performance evaluation of the Independent Directors was completed. The performanceevaluation of the Chairman and the Non-Independent Directors was carried out by theIndependent Directors. The Board of Directors expressed their satisfaction with theevaluation process.
NUMBER OF BOARD MEETINGS
The Company should hold atleast four Board Meetings in a year one in each quarterinter- alia
to review the financial results of the company. The company also holds additional BoardMeetings to address its specific requirements as and when required. All the decisions andurgent matters approved by way of circular resolutions are placed and noted at thesubsequent Board Meeting. Annual calendar of meetings of the board are finalized wellbefore the beginning of the financial year after seeking concurrence of all the directors.
During the year 06th (Six) Board Meetings were held i.e. on 30th May 2016 10thAugust 2016 05th September 2016 10th November 2016 10th February 2017and 30th March 2017. The intervening gap between the meetings was within the periodprescribed under the Companies Act 2013. The details of the Board meetings held duringthe year along with the attendance of the respective Directors thereat are set out in theCorporate Governance Report forming part of this Annual Report.
KEY MANAGERIAL PERSONNEL
The following are the Key Managerial Personnel of the Company:
> Mr. Sandeep Makkad: Chairman and Managing Director
> Sh. Gurcharan Makkad: Whole Time Director
> Mrs. Meetu Makkad : Whole Time Director
> Mr. Rajesh Kumar Sharma: Chief Financial Officer
> Ms. Shilpa Bansal: Company Secretary
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has adequate internal control systems and procedures designed toeffectively control the operations at its Registered office and factory premises. Theinternal control systems are designed to ensure that financial and other records arereliable for the preparation of financial statements and for maintaining assets.
The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.
The Audit Committee of the Board of Directors Statutory Auditors and the businessheads are periodically apprised of the internal audit finding and corrective actionstaken. Audit plays a key role in providing assurance to the Board of Directors.Significant audit observations and corrective actions taken by the management arepresented to the Audit Committee of the Board.
RISK AND AREA OF CONCERN
The company has laid down a well-defined risk management mechanism covering the riskmapping and trend analysis risk exposure potential impact and risk mitigation process. A
detailed exercise is being carried out to identify evaluate manage and monitor andnonbusiness risks. The Audit Committee and the Board periodically review the risks andsuggest steps to be taken to manage/ mitigate the same through a properly definedframework.
During the year risk analysis and assessment was conducted and no major risks werenoticed which may threaten the existence of the company.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The criteria for Director's appointment has been set up by the Nomination andRemuneration Committee which includes criteria for determining qualifications positiveattributes independence of a director and other matters provided under Sub Section (3) ofSection 178 of the Companies Act 2013("the Act").
The company follows criteria for policy on remuneration of Directors and SeniorManagement Employees. The policy is approved by the Nomination and Remuneration Committeeand the Board. More details on the same are given in the Corporate Governance Report.
AUDIT COMMITTEE [(Regulation 18 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015]
As per the requirements of Companies Act 2013 and Regulation-18 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Every listed entity shallconstitute a qualified and independent audit committee in accordance with the terms ofreference subject to the following:
(a) The audit committee shall have minimum three directors as members.
(b) Two-thirds of the members of audit committee shall be independent directors.
Audit Committee of the Board of Directors ("the Audit Committee") isentrusted with the responsibility to supervise the Company's internal controls andfinancial reporting process. The composition quorum powers role and scope are inaccordance with Section 177 of the Companies Act 2013 and the provisions of Regulation 18of the Listing Regulations. All members of the Audit Committee are financially literateand bring in expertise in the fields of Finance Taxation Economics Risk andInternational Finance. It functions in accordance with its terms of reference that definesits authority responsibility and reporting function.
Mr. Sandeep Makkad Managing Director and Chairman of the Audit Committee. The othermembers of the Audit Committee include Mr. Sunil Grover Independent Director Mrs.Rishita Sethi Independent Director Mrs. Sudesh Katyal Independent Director. The detailsof term of reference of the Audit Committee member dates of meeting held and attendanceof the Directors are given separately in the Corporate Governance Report.
NOMINATION & REMUNERATION COMMITTEE [(Regulation 19 of SEBI (Listing Obligationsand Disclosure Requirements) Regulation 2015]
As per the requirements of Section 178 of the Companies Act 2013 and Regulation-19 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The board of
directors shall constitute the Nomination and Remuneration Committee as follows:
(a) the committee shall comprise of at least three directors ;
(b) all directors of the committee shall be non-executive directors; and
(c) at least fifty percent of the directors shall be independent directors
To comply with the requirement of Companies Act 2013 Regulation-19 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 The Nomination andRemuneration Committee comprise of Three Directors. Mr. Sunil Grover IndependentDirector is the Chairman of the Committee. The other members of Nomination andRemuneration Committee include Mrs. Rishita Sethi and Mrs. Sudesh Katyal independentDirectors. The details of term of reference of the Nomination and Remuneration Committeemember dates of meeting held and attendance of the Directors are given separately in theCorporate Governance Report.
STAKEHOLDER RELATIONSHIP COMMITTEE [(Regulation 20 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015
As per the requirements of Companies Act 2013 and Regulation-20 of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The listed entity shallconstitute a Stakeholders Relationship Committee to specifically look into the mechanismof redressal of grievances of shareholders debenture holders and other security holders.
To comply with the requirement of Companies Act 2013 Regulation-20 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 The StakeholderRelationship Committee comprises of Mr. Sunil Grover as Chairman Mrs. Rishita Sethi andMrs. Sudesh Katyal as members of the Committee. The details of term of reference of theNomination and Remuneration Committee member dates of meeting held and attendance of theDirectors are given separately in the Corporate Governance Report.
POLICIES OF THE COMPANY
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.newlightapparels.com . The policiesare reviewed periodically by the Board and updated based on need and new compliancerequirement.
In addition to its Code of Conduct and Ethics key polices that have been adopted bythe company are as follows:
WHISTLE BLOWER POLICY(POLICY ON VIGIL MECHANISM) [Regulation 22 of SEBI (Listing
Obligations and Disclosure Requirements) Regulation 2015]
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andSecurities And Exchange Board Of India (Listing Obligations And Disclosure Requirements)Regulations 2015 the Company has adopted a Whistle Blower Policy which provides for avigil mechanism that encourages and supports its Directors and employees to reportinstances of unethical behavior actual or suspected fraud or violation of the Company'sCode of Conduct or Ethics Policy. It also provides for adequate safeguards againstvictimisation of persons who use this mechanism and direct access to the Chairman of theAudit Committee in exceptional cases. The details of the same are provided in CorporateGovernance Report forming part of this Annual Report.
PREVENTION PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
In Compliance with Section 4 of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 the Company has constituted an'Internal Complaints Committee'. The primary objective of the said Policy is to protectthe women employees from sexual harassment at the place of work and also provides forpunishment in case of false and malicious representations.
During the year the Company has not received any complaint related to sexualharassment.
STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY
The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very minimal.
NOMINATION REMUNERATION & EVALUATION POLICY [Regulation 19 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015]
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a Nomination Remuneration & Evaluation Policy which inter-alia lays down thecriteria for identifying the persons who are qualified to be appointed as Directors and/orSenior Management Personnel of the Company alongwith the criteria for determination ofremuneration of Directors KMPs and other employees and their evaluation and includesother matters as prescribed under the provisions of Section178 of Companies Act 2013 andRegulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015.The details of the same are provided in Corporate Governance Report forming part of thisAnnual Report.
RELATED PARTY TRANSACTION POLICY [Regulation 23 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015]
Pursuant to Regulation 23 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall
formulate a policy on materiality of Related Party Transaction and lays down theprocedures of dealing with Related Party Transactions. The details of the same areprovided in Corporate Governance Report forming part of this Annual Report.
INSIDER TRADING POLICY
Your Company has in place a Code for Prevention of Insider Trading Practices inaccordance with the Model Code of Conduct as prescribed under Securities and ExchangeBoard of India (Prohibition of Insider Trading) Regulations 1992 as amended and has dulycomplied with the provisions of the said code. The details of the same are provided inCorporate Governance Report forming part of this Annual Report.
MATERIALITY DISCLOSURE POLICY (MDP) [Regulation 30 of SEBI (Listing Obligations andDisclosure Requirements) Regulation 2015]
Pursuant to the Regulation 30 of SEBI (LODR) Regulations 2015 mandates that everylisted entity shall
make disclosures of any events or information which in the opinion of the Board ofDirectors of the listed company is material and the same being hosted on the Company'swebsite.
DOCUMENT RETENTION AND ARCHIVAL POLICY (DRAP) [Regulation 9 of SEBI (ListingObligations and Disclosure Requirements) Regulation 2015]
Pursuant to the Regulation 9 of SEBI (LODR) Regulations 2015 mandates that every listedentity shall formulate a policy for preservation of documents and Regulation 30(8) of theRegulations is also required to have an archival policy on archiving all informationdisclosed to Stock exchange(s) and the same being hosted on the Company's website.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
Directors Key Managerial Personnel and senior management of the Company have confirmedcompliance with the Code of Conduct applicable to the Directors and employees of theCompany and the declaration in this regard made by the Managing Director and ChiefFinancial Officer is attached as 'Annexure 5' which forms a part of this Report ofthe Directors. The Code of Conduct is available on the Company'swebsitewww.newlightapparels.com .
DISCLOSURE AS PER THE SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company is an equal opportunity employer and consciously strives to build a workculture that promoter's dignity of all employees. As required under the provisions of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and Rules framed thereunder-
a) The Company has in place a policy on prevention prohibition and redressal of sexualharassment at work place which has been made part to the Code of Business Conduct andEthics applicable to all the employees of the Company. A copy of which is given to everyemployee and his consent for compliance duly taken.
b) All women permanent temporary or contractual including those of service providersare covered under the policy.
During the year the Company has not received any complaint related to sexualharassment.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 134(3)(q) and Section 197(12)of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 regarding employees is given in "Annexure-3''
AUDITORS AND AUDITORS' REPORT
M/s Rajan Malik & Co. Chartered Accountants. (FRN No.: 019859N) 40/230Chittranjan Park Opp. B-Block KalkaJi New Delhi-110019 were appointed as StatutoryAuditors for a period of four years in the Annual General Meeting held on September 302014 till the conclusion of Annual General Meeting 2018 subject to ratification by membersat every subsequent Annual General Meeting.
Ratification of their appointment till the next Annual General Meeting is due forconsideration in the forthcoming Annual General Meeting. The Company has received acertificate from M/s Rajan Malik & Co. to the effect that if their appointment isratified in the current Annual general Meeting it would be in accordance with theprovisions Section 141 of the Companies Act 2013
Their continuance of appointment and payment of remuneration are to be confirmed andapproved in the ensuing Annual General Meeting.
There are no qualifications or adverse remarks in the Auditors' Report which requireany clarification/ explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.
SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. Parveen Rastogi & Co Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the financial year2016-17. The Secretarial Audit Report for the financial year ended March 31 2017 isannexed as "Annexure - 2" to this report.
There is no secretarial audit qualification for the year under review.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIESACT 2013
There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
During the period under review the company has not accepted any deposits from publicand as such no amount on account of principal and interest on deposits from public wasoutstanding as on the date of the balance sheet.
The Cost Audit is not applicable on your Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Related party transactions entered during the financial year under review are disclosedin Note No.23 of the Financial Statements of the company for the financial year endedMarch 31 2017. These transactions entered were at an arm's length basis and in theordinary course of business. There were no materially significant related partytransactions with the Company's Promoters Directors Management or their relatives whichcould have had a potential conflict with the interests of the Company. Form AOC-2containing the note on the aforesaid related party transactions is enclosed herewith asAnnexure-4.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in form MGT-9 pursuant to theprovisions of Section 92 read with Rule 12 of the Companies (Management andAdministration) Rules 2014 is furnished in "Annexure 1" and is attachedto this Report.
DISCLOSURE UNDER SUB- SECTION(3) OF SECTION 134 OF COMPANIES ACT 2013 READ WITH RULE8(3) OF THE COMPANIES (ACCOUNTS) RULES 2014
A. CONSERVATION OF ENERGY
Your Company has adopted adequate measures in order to ensure optimum utilisation andmaximum possible saving of energy.
B. TECHNOLOGY ABSORPTION
Your Company actively pursues a culture of technology adoption leveraging on theadvancements in technology to serve customers better manage process efficiently andeconomically and strengthen control systems. The Company has maintained a technologyfriendly environment for its employees to work in. In keeping with the current trends inthe areas of digital marketing and social media the Company has effectively used theseavenues in positioning itself in the market place and gain better Customer engagement.
C. FOREIGN EXCHANGE EARNINGS &OUTGO
During the year under review the details of foreign exchange inflow or outflow aregiven below.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIALRESPONSIBILITY INITIATIVES
The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of knowledge and belief and according to the information and explanationsobtained by them Your Directors make the following statement in terms of Section134(3)(c) of the Companies Act 2013:
(a) In the preparation of the annual accounts for the year ended March31 2017 theapplicable
accounting standards have been followed along with proper explanation relating tomaterial departures if any;
(b) The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year March31 2017 and of the profit and loss of the company for the year ended on that date;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) that the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
(f) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS COURTS ANDTRIBUNALS
Equity Share of your Company are listed and admitted to dealing on the exchange in thelist of X T Group with effect from 03.01.2017.
There are no significant and material order has been passed by the courts tribunalsimpacting the going concern status and Company and its future operations.
LISTING OF SECURITIES
The Company's Shares are listed at The Bombay Stock Exchange Limited (BSE) TheAhmadabad Stock Exchange Limited.
Note: The Delhi Stock Exchange Ltd was derecognized from the Stock Exchanges.
The Company is not required to mandatorily comply with the provision of Regulation27(2) of Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") of the ListingAgreement as its equity share capital is less than Rs.10 Crores and Net Worth is notExceeding Rs.25 Crores as on the last day of the previous financial year.
Your Company Believes in adopting best practices of corporate governance. CorporateGovernance principles are enshrined in the spirit of company which forms the core valuesof
the company. These guiding principles are also articulated through the company's codeof business conduct corporate governance guidelines charter of various sub committeesand disclosure policy. "Annexure-4"
As per the applicable Regulation 34(3) read with Schedule- V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate section oncorporate governance practices followed by your company together with certificate formM/s Parveen Rastogi & Co. Company Secretary on compliance with corporate governancenorms under the Listing Regulations.
Statements in the Board's Report and Management Discussion and Analysis describing theCompany's objectives expectations or forecasts may be forward looking within the meaningof applicable securities laws and regulations. Actual results may differ materially fromthose expressed in the statement. Important factors that could influence the Company'soperations include the status of the promoters change in government regulations taxlaws economic developments within the country and other factors such as litigationarrangement of funds.
Your Directors wish to place on record their sincere thanks to bankers businessassociates consultants and various Government Authorities for their continued supportextended to your Companies activities during the year under review. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.
For and on behalf of the Board of Directors For NEW LIGHT APPARELS LIMITED