Your Directors are pleased to present their TWENTY EIGHTH ANNUAL REPORT and the AuditedStatement of Accounts for the year ended March 31 2017.
| ||2016-17 ||2015-16 |
|Turnover ||4473.43 ||3376.79 |
|Export Incentive ||0.00 ||0.00 |
|Profit/(Loss) before interest depreciation and taxation ||875.64 ||630.58 |
|Financial expenses ||(597.29) ||(604.29) |
|Profit/(Loss) before depreciation & taxation ||278.35 ||26.29 |
|Depreciation ||(173.66) ||(171.45) |
|Exceptional Items ||- ||(53.77) |
|Earlier Year Taxes ||- ||- |
|-Deferred Tax ||- ||- |
|(Expenses)/Income relating to earlier years ||(22.3) ||(7.47) |
|Net Profit/(Loss) after tax ||82.39 ||(206.40) |
|Earning per share (Rs.) || || |
|- Basic/Diluted ||0.59 ||(1.48) |
The board of directors inform that the company produced 1.05 pairs of shoes sandalsand other footwear during the current year as against 0.86 million pairs during theprevious year. This has been a result of improved demand in the past financial year in thebranded footwear business. In addition to the increase in the number of pairs the Companyhas improved its product mix by adding higher value products to increase revenues andprofitability. With the improvement in product mix as well as new customer relationshipsthe Company is looking towards improved performance in the coming years.
In view of cumulative losses your Directors do not recommend any dividend for theperiod under review.
TRANSFER TO RESERVES
The company has transferred 8238912 as profit during the year to Reserves &Surplus.
The paid up Equity share capital as on 31st March 2017 was 13.88 Crore.During the year under review the Company has not issued shares with differential votingrights nor granted stock options or sweat equity shares. There is no change in the sharecapital of the Company.
(a) Project Finance
The SLC limit stood at 0.40 crores as on 31st March 2017.
(b) Working Capital
The work capital limits stood at 20.71 crores as on 31st March 2017.
(c) Term Loan
The term loan stood at 9.97 crores as on 31st March 2017.
The Company has not accepted any deposits from the public during the year under review.
(e) Particulars of Loans Guarantees or Investments under Section 186 of the CompaniesAct 2013
No loans guarantees or investments under Section 186 of the Companies Act 2013 havebeen given by the Company
CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of business.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF THE REPORT
There are no material changes and commitments affecting financial position between theend of financial year and date of report.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATES COMPANIES
Your company does not have any subsidiary / associate / joint ventures within themeaning of Companies Act 2013 and Accounting Standards.
BUSINESS RISK MANAGEMENT
In line with the provisions of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has framed a Risk Management Policy to identifyand assess the key risk areas monitor and report compliance and effectiveness of thepolicy and procedure. The constitution of Risk Management Committee is not applicable tothe Company. The details of the policy are annexed at Annexure 1 herewith the Board'sReport. Further as per the provisions of Regulation 17 read with the responsibilities ofthe board the Board of directors timely assess identify and review the risks in thecompany which may hamper the growth sustainability or profitability of the company.
INTERNAL FINANCIAL CONTROL SYSTEM
Effective and strong internal control systems are developed in the Company for allmajor processes to ensure reliability of financial reporting safeguarding of assets andeconomical and efficient use of resources as also the compliance of laws regulationspolicies and procedures etc. The Company's internal control systems are audited byInternal Auditors M/s Aaryaa & Associates Chartered Accountants. The InternalAuditor independently evaluates the adequacy of internal controls and reviews majortransactions. The Internal Auditor report is directly reported to the Audit Committee toensure complete independence
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has formulated a Whistle Blower Policy / Vigil Mechanism todeal with the instance of fraud and mismanagement if any. The details of the policy areannexed at Annexure 2 herewith the Board's Report and also posted on the website of theCompany at www.srfootwears.com.
RELATED PARTY TRANSACTIONS
Salary given to Mr. Munish Mahajan Rs. 1.5 Lakhs per month.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
There were no significant and material orders passed by the Regulators Courts orTribunals which would impact the going concern status of the Company and its operations infuture.
In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation of Company Mr. Amit Mahajan (DIN: 00038593) Director (Commercial) shallretire by rotation at the forthcoming Annual General Meeting and being eligible offershimself for re-appointment. Declarations pursuant to Section 149(6) of the Companies Act2013 have been submitted by all the Independent Directors.
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Nomination and Remuneration Committee andthe Independent Directors in their meeting have carried out an annual performanceevaluation of the directors individually board as a whole as well as the working of itsCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report forming part of the Board's Report.
The board has approved the policy framed by the Nomination and Remuneration Committeefor selection and appointment of Directors senior management and their remuneration. TheRemuneration Policy is annexed at Annexure 3 herewith this report.
During the year five board meetings were held on 30th May 2016 10th August2016 04th September 2016 11th November 2016 and 10thFebruary 2017. The attendance of directors and the details thereof are provided in theCorporate Governance Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirementsof Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013. Internal Complaints Committee (ICC) has been set up to redress complaints receivedregarding sexual harassment. All employees (permanent contractual temporary trainees)are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year Calendar Year 2016: a) No. of Complaints received in the year: NIL b) No.of complaints disposed off during the year: NIL c) No. of cases pending for more than 90days: NIL d) No. of workshops or awareness program against sexual harassment carried out:2 e) Nature of action taken by the employer: NA
A detailed report on Corporate Governance as required under the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 is annexed to this report. TheCertificate issued by the Practicing Company Secretary in pursuance of Regulation 34(3)read with Schedule V of the above mentioned regulations is also annexed with this report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134(3)(c) read with Section 134(5) of the Companies Act2013 your directors state that: i) In the preparation of the annual accounts for the yearended 31st March 2017 the applicable accounting standards read withrequirements set out under Schedule III to the Act have been followed and there are nomaterial departures; ii) Such accounting policies have been selected and appliedconsistently and judgments and estimates have been made that are reasonable and prudent soas to give a true and fair view of the state of affairs of the Company as at March 312017and of the loss of the company for the year ended on that date; iii) Proper and sufficientcare has been taken for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act 2013 for safeguarding the assets of the Company andfor preventing and detecting fraud and other irregularities; iv) The annual accounts havebeen prepared on a going concern basis; v) The directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively; and vi) The Directors have devised proper systemsto ensure compliance with the provisions of all applicable laws and that such systems areadequate and operating effectively.
1. STATUTORY AUDITORS
Pursuant to the provisions of Section 139 of the Companies Act 2013 the Boardrecommends the appointment of the statutory auditors M/s N J & Associates CharteredAccountants Chandigarh in place of the retiring auditors M/s Kansal Singla &Associates Chartered Accountants for the financial year 2017-18.
2. SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s R. P. S. Khurana & Associates a firm of Company Secretaries in Practiceto undertake the Secretarial Audit of the Company. The report of the Secretarial Auditoris annexed at Annexure forming part of this report.
MANAGEMENT REPLY ON QUALIFICATION BY AUDITORS
The Management provides the following explanation for the adverse remarks/qualifications made by the Secretarial Auditor during Secretarial Audit:
The Observations of the Auditor are self explanatory and needs no furtherclarification.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are: The ratio of the remuneration ofeach director to the median remuneration of the employees of the company for the financialyear;
|Sr. No. Name of the Directors ||Median Remuneration ||Ratio |
|1 R. C. Mahajan ||182400 ||19.74 |
|2 Amit Mahajan ||182400 ||11.84 |
|3 Amit Mahajan ||182400 ||11.84 |
The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Noincrease The percentage increase in the median remuneration of employees in the financialyear: No increase The number of permanent employees on the rolls of company: 386 Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration: No increaseAffirmation that the remuneration is as per the remuneration policy of the company: TheNomination and Remuneration Committee of the Company has confirmed that the remunerationwas as per the Remuneration Policy of the Company.
Disclosure pertaining to details of top ten employees in terms of remuneration drawn asrequired under Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are:
|Name & Desig- nation ||Remune- ration received (in lacs) ||Nature of Employ- ment ||Qualifi- cations and Exper- ience ||Date of comme- ncement employ- ment ||Age (as on 31.03.17) ||Last employ ment held before joining the Co. ||%age of equity Shares held by the emplo yees in the Company ||Whether any such employee is a relative of any director or manager of the company &if so name of such director or manager |
|Munish Mahajan Vice President ||18.0 ||Perma- nent ||B.Com (Hons) 20+ yrs ||1/4/15 ||45 yrs ||Own Business ||0 ||Yes He is Brother of Amit Mahajan Director (Comm) (DIN :00038593) |
|Arvind Kumar ||9.60 ||Perma- ||B.Sc ||14/11/09 ||36 yrs ||SSIPL ||0 ||NO |
|AGM || ||nent ||10+ yrs || || || || || |
|Ashutosh Kumar ||7.80 ||Perma- ||B.Sc ||15/11/16 ||31 yrs ||Mochiko ||0 ||NO |
|QC Incharge || ||nent ||10+ yrs || || ||Shoes || || |
|Vikram Kr. Sharma ||17.80 ||Perma- ||Dip. in ||1/3/17 ||30 yrs ||Alpine ||0 ||NO |
|Development Mgr. || ||nent ||Footwear || || ||Shoes || || |
| || || ||Graduation || || || || || |
| || || ||8+ yrs || || || || || |
|Sandeep Kumar ||7.80 ||Perma- ||Dip. in ||1/10/15 ||26 yrs ||Mochiko ||0 ||NO |
|Mgr. Development || ||nent ||Footwear || || ||Shoes || || |
| || || ||3+ yrs || || || || || |
|Rajesh Kaushal ||7.20 ||Perma- ||B.Com ||20/9/11 ||50 yrs ||Astra ||0 ||NO |
|Mgr-Acct. & Fin. || ||nent ||30+ yrs || || ||Lighting || || |
|Sanjeev Sharma ||6.00 ||Perma- ||B.A ||23/4/09 ||50 yrs ||Self ||0 ||NO |
|Mgr- P & A || ||nent ||29+ yrs || || ||Employed || || |
|C M Pandey ||6.00 ||Perma- ||B.A ||23/4/09 ||50 yrs ||Self ||0 ||NO |
|Mgr- HR || ||nent ||29+ yrs || || ||Employed || || |
|Manoj Kr. Dewedi ||6.00 ||Perma- ||B.A ||23/4/09 ||50 yrs ||Self ||0 ||NO |
|Asstt. Manager || ||nent ||29+ yrs || || ||Employed || || |
|Shawinder Chauhan ||6.00 ||Perma- ||B.A ||23/4/09 ||50 yrs ||Self ||0 ||NO |
|Sr. Accounts Officer || ||nent ||29+ yrs || || ||Employed || || |
The provisions of rule 5(2) & (3) of the Companies (Appointment & Remunerationof Managerial Personnel) Rules 2014 requiring particulars of the employees in receipt ofremuneration in excess of the limits provided under this rule are not applicable to theCompany as none of the employees was in receipt of remuneration in excess of the limitsduring the financial year 2016-17.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on Conservation of Energy Technology Absorption and Foreign ExchangeEarnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withrule 8 of the Companies (Accounts) Rules 2014 is annexed at Annexure 4 herewith thereport.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in the Form MGT-9 as required pursuant to Section 92(3)read with Companies (Management and Administration) Rules 2014 is also annexed atAnnexure 5 with this report.
Your Directors convey their sincere thanks to the various agencies of Central and StateGovernments Banks and other concerned agencies for all the assistance and cooperationextended to the Company. The Directors also deeply appreciate and acknowledge the trustand confidence the vendors suppliers dealers customers shareholders investors reposedin the Company. Your directors also place on record their appreciation for the dedicatedservices rendered by the workers staff and officers of the Company.
| ||For and on behalf of the Board |
|Place: Mohali ||sd/- |
|Date : August 10 2017 ||(R.K.BHANDARI) |
| ||Chairman |