Parmeshwari Silk Mills Ltd.
|BSE: 540467||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE808R01012|
|BSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
|NSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
|BSE: 540467||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE808R01012|
|BSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
|NSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
Your Directors are pleased to present to the valued stakeholders the 24th AnnualReport together with the Audited Financial Statements for the financial year ended March31 2017.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2016-17 had been fortunate for the Company as your Companyhas shown a tremendous performance during the year under review. The net Profits of yourCompany had gone up from 93.87 Lacs
(2015-16) to 108.98 Lacs (2016-17).
The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below: Amount (In Lacs)
To conserve the financial resources the company has not recommended any dividend inthe financial year 2016-17.
The Board proposes no amount to transfer to the reserves and an amount of Rs10898437.67 is proposed to be retained in surplus.
During the year under review the Company has not accepted any deposits in terms ofsection 73 of the Companies Act 2013 to be read with the Companies (Acceptance ofDeposits) Rule 2014 as amended from time to time and also no amount was outstanding onaccount of principal or interest thereon as on the date of the Balance Sheet.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year
2016-2017. AOC-1 has also been attached herewith as Annexure D.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report
STATE OF COMPANY AFFAIRS
Company lays emphasis on being customer-centric and further strives on a well organisedmanagement team of skilled and trained professionals to deliver quality services to itscustomers. Company is involved in manufacturing and supplying of Suiting Fabric ShirtingFabric Embroidery Shirting Suiting and Clothing. We design and manufacture all ourproducts using premium raw material and latest technology to assure prefect quality.
This year company established client base outside country also and made exports andlook forward to enhance its client base outside India.
NUMBER OF MEETING OF THE BOARD
During the year under review 12 Board Meetings Five Audit Committee Meetings OneNomination & Remuneration Committee Meeting Four Stakeholders' Relationship CommitteeMeetings and One Internal Compliant Committee Meeting were convened and held. All theMeetings including Committee Meetings were duly held and convened and the intervening gapbetween two consecutive meetings was within the period prescribed under the Companies Act2013 to be read with the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given below:
NOMINATION AND REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given below:
STAKEHOLDERS' RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given below:
EXTRAT OF ANNUAL RETURN
The details forming part of extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure A".
The provisions section 134(3)(p) of the Companies Act 2013 to be read with SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 mandate that aFormal Annual Evaluation is to be made by Board of its own performance and that of itsCommittee and individual Directors. Schedule IV of the Companies Act 2013 states thatperformance evaluation of the Independent Director shall be done by Directors excludingthe Director being evaluated. The Board carried out a formal annual performance evaluationas per the criteria/framework laid down by the Nomination
& Remuneration Committee of the company and adopted by the Board. The evaluationwas carried out through a structured evaluation process to judge the performance ofindividual Directors including the Chairman of the Board. They were evaluated onparameters such as their education knowledge experience expertise skills behaviourleadership qualities level of engagement & contribution independence of judgmentdecision making ability for safeguarding the interest of the Company stakeholders and itsshareholders. The performance evaluation of the Independent Directors was carried out bythe entire Board except the participation of concerned Independent Director whoseevaluation was to be done. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Board wassatisfied with the evaluation process and approved the evaluation results thereof.
STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR:
M/s Davinder Pal Singh & Co. Chartered Accountants were appointed as StatutoryAuditor of the Company to audit the financial statements for the financial year 2016-17.Their term of office shall expire at the ensuing Annual General
Meeting. Therefore the Board recommends appointment of M/s Anil K. Sareen &Associates Chartered Accountants as
Statutory Auditor of the Company to hold office for a period of 5 years till theconclusion of 29th Annual General Meeting of the Company to be held in the year 2022subject to ratification as to the said appointment at every Annual General
Meeting on such remuneration including out of pocket expenses and other expenses asmay be mutually agreed by and between the Board of Directors and the Auditor.
The Board has also received a written consent/certificate regarding eligibility fortheir appointment as Statutory Auditors in accordance with the Rule 4 of the Companies(Audit and Auditors) Rule 2014 read with the provisions of section 139(2) of theCompanies Act 2013 The Board on the recommendation of the Audit Committee has proposedthe appointment of M/s Anil K. Sareen & Associates Chartered Accountantsasthe Statutory Auditors of the Company for the financial Year 2017-18.
Qualification(s) and Directors' comments on the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by . the Auditor is unqualified
B. SECRETARIAL AUDITOR:
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s P.S. Bathla & Associates to undertake Secretarial Audit ofthe Company.
The Secretarial Audit was conducted by Mr. P.S. Bathla Practicing Company Secretaryand the report thereon is annexed herewith as "Annexure- B".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
No adverse observation(s) have been recorded by the Secretarial Auditor for the yearunder review in its report.
The Company had appointed Internal Auditor for the period 2016-2017 to carry out theInternal Audit Functions. The Internal Auditor submits a "Quarterly Report" tothe Audit Committee.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2016-17 which arerequired to be disclosed by the company in its Board Report under
Section 143 (12) of the Companies Act 2013.
PARTICULAR OF LOANS GUARANTEES OR INVEATMENTS UNDE SECTION 186 OF THE COMPANIES ACT2013
The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the section 186 of the Companies Act 2013 during the yearunder review.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm's length basis and were in the ordinary course of business.There were no loans and advances from / to the Holding / associate Company or to thefirms/companies in which the Directors are interested. There are no materially significantrelated party transactions with the promoters Directors Key Managerial Personnel orother designated persons which may have a potential conflict with the interest of theCompany at large. Form AOC-2 is also attached herewith for further details as Annexure C.
MATERIAL CHANGES AND COMMITMENTS IF ANY
Company made huge investment in Plant & Machinery to increase its productioncapacity and sales. This year company purchased machine worth Rs. 10/- Crore for reducingoperating cost work cost and outsourcing.
Also the shares of the Company are now listed on the BSE Limited alongwith CalcuttaStock Exchange vide its letter 20170420/24.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The requisite information with regard to conservation of energy technology absorptionand foreign exchange earnings and outgo in terms of the Section 134(3)(m) of theCompanies Act 2013 read with Companies (Accounts) Rules 2014 are mentioned below:
A) Conservation of Energy: i. The steps taken or impact on conservation of energy:The Company has obtained better machinery to reduce its usage of energy and increase itsproduction capacity. ii. The steps taken by the Company for utilising alternate sources ofenergy: The Company hasn't taken any step towards tapping the alternate sources of energyhowever the management is in talks to employ other sources of energy too like solarenergy. iii. The capital investment on energy conservation equipments: The Company hasn'tmade any investment as such on energy conservation equipments however the prospects ofsuch investment are likely in the near future.
B) Technology Absorption: i. The efforts made towards technology absorption: TheCompany has purchased new machinery for better production.
ii. The benefits derived like product improvement cost reduction product developmentor import substitution: The purchase of new machinery has resulted in better productioncost reduction and increased efficiency of the existing plant. iii. In case of importedtechnology (imported during the last three years reckoned from the beginning of thefinancial year)-
(a) The details of technology imported: Machinery for production unit (b) The year ofimport: 2016-17
(c) Whether the technology been fully absorbed: Yes
(d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof; Not Applicable
C) Foreign Exchange Earnings and Outgo:
(a) The foreign exchange earned in terms of actual inflows during the year: Nil
(b) The foreign exchange outgo during the year in terms of actual outflow:14744228/-
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per Section 135 of the Companies Act 2013 the company does not full fill thecriteria of the net worth turnover and profit for Corporate Social Responsibility (CSR)hence the same is not applicable to the company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.
CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES
Companies Paid up Share Capital has reduced from Rs. 27400000 to Rs. 25571000 infinancial year 2016-17 due to the Forfeiture of Shares in the board meeting held on 26thAugust 2016. But other side Reserve and Surplus has increased from Rs. 83840979.09 to Rs.97755416.76.
The Company has made Forfeiture of 603200 Equity Shares each amounting of Rs. 10/- fora total sum of Rs. 3016000/- which were allotted originally on 20-4-1996 of which callmoney and allotment money was due for payment for which final notice was given toshareholders. Shareholders from whom call money was not received the company forfeitedshares of those shareholders who did not pay the call money.
The Company had applied to BSE Limited for Listing of securities and received tradingapproval on April 24 2017 for the same.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013" and Rules made there under yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces. During theyear no complaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company's Statutory Auditors confirmingcompliance forms an integral part of this Report.
The relationship with employees continues to be cordial. The company always considersits human resources as its most valuable assets. Imparting adequate and specializedtraining to its employees is ongoing exercise in the company.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal Financial Control systemcommensurate with the size scale and complexity of its operation. The system encompassesthe major processes to ensure reliability of financial reporting compliance withpolicies procedures laws and regulations safeguarding of assets and economical andefficient use of resources.
The Company has performed an evaluation and made an assessment of the adequacy and theeffectiveness of the Company's Internal Financial Control System. The Statutory Auditorsof the Company have also reviewed the Internal
Financial Control system implemented by the Company on the financial reporting and intheir opinion the Company has in all material respects adequate Internal FinancialControl system over Financial Reporting and such Controls over Financial Reporting wereoperating effectively as on 31stMarch 2017 based on the internal control over financialreporting criteria established by the Company.
The policies and procedures adopted by the Company ensures the orderly and efficientconduct of its business and adherence to the company's policies prevention and detectionof frauds and errors accuracy & completeness of the records and the timelypreparation of reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit
Committee and the Board an independent objective and reasonable assurance on theadequacy and effectiveness of the organization's risk management with regard to theinternal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
The shares of the Company are presently listed at The Calcutta Stock ExchangeLimited & BSE Limited.
All statutory dues including Annual Listing Fees for the Financial Year 2017-18 hasbeen paid by the Company
Your directors hereby place on record their appreciation for the services rendered bythe executives staff and workers of the Company for their hard work dedication andcommitment. During the year under review relations between the employees and themanagement continued to remain cordial.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the
Code of Conduct.
PARTICULARS OF EMPLOYEES
Details as required under section 197(12) read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure-E"A statement showing the names of employees drawing remuneration in excess of the limits asset out in section 192(12) of the Companies Act 2013 read with Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is also annexed in thesame annexure.
DIRECTOR'S RESPONSIBILITY STATEMENT
In the terms of Section 134(5) of the Companies Act 2013 the directors would like tostate that:
(a) In the preparation of the annual accounts the applicable accounting standard hasbeen fallowed along with proper explanation relating to material departures; (b) thedirectors had selected such accounting policies and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affair of the company at the end of the financial year and of theprofit and loss of the company for that period ; (c) The directors had taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovision of this act for safeguarding the assets of the company and for preventing anddetecting fraud and other irregularities; (d) The director had prepared the annualaccounts on a going concern basis;
(e) The director had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; (f) The directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
Your Directors would like to express their sincere appreciation for assistance andco-operation received from the various stake holders including Financial InstitutionsBanks Governmental authorities and other business associates who have extended theirvaluable support and encouragement during the year under review.
Your Directors take the opportunity to place on record their deep appreciation of thecommitted services rendered by the employees at all levels of the Company who havecontributed significantly towards Company's performance and for enhancing its inherentstrength. Your Directors also acknowledge with gratitude the encouragement and supportextended by our valued stakeholders.
By Order of the Board of Directors For Parmeshwari Silk Mills Limited
Date: 19.07.2017 Sd/-
Jatinder Pal Singh
Whole Time Director
Whole Time Director