Your Directors have pleasured in presenting their 24th Annual Report on the businessand operations of the Company together with the Audited Statement of Accounts for the yearended 31th March 2019.
The summarised Financial performance of the Company is as under:
|Particulars ||Current Yr. ||Previous Yr. |
|Turnover ( including Exports Incentives) ||7009.186 ||5386.61 |
|Other Income ||19.55 ||15.26 |
|Profit/(loss) before Depreciation and Taxation ||351.78 ||236.65 |
|Provision for Depreciation ||62.56 ||56.80 |
|Profit / (Loss) before taxation ||289.22 ||179.85 |
|less; Provision for Taxation ||102.53 ||48.43 |
|Profit/(Loss) after tax ||186.69 ||131.41 |
|Balance carried to Balance Sheet ||186.69 ||131.41 |
PERFORMANCE . PROSPECTS AND OUTLOOK
The Company has achieved a sales turnover of Rs 700918.619 as compared to Rs.518661435 for the previous year The Company has earned a profit after tax of Rs.186.69028 as compared to profit of Rs 131.41296 for the previous year
INITIAL PUBLIC OFFER
During the year under review your Company completed its Initial Public Offering (IPO)of 2000000 equity shares of Rs. 10/- rach aggregating to 2.00 cr. The Issue Price wasfixed at Rs 16/- per share. Company would like to state with great pleasure that thepublic issue received an overwhelming response from the investor community. The trading inshares commenced on February 10th October 2017 at the SME Platform of Bombay StockExchange. Company would like to sincerely thank the investing public institutionscustomers and business partners for their trust faith and confidence in the Company andfor making the issue a grand success
The Company has not declared any dividend during the year.
TRANSFERS TO RESERVES
During the year under review the Company earned Net Profits of Rs. 18669028/- ascompared to net profits of Rs. 13141296/- of the previous year.
As per Balance Sheet dated March 31.2019 Rs. 18669028 was transferred to Reservesand Surplus aocount.
SH ARE CAPITAL
The Company got listed on SME Platform of BSE this year through an IPO The paid upshare capital of the Com patty was increased from 55.22496 to 7522496 equity sharesthough the authorised capital remain the same.
The Composition of Board of Directors is as follows:
|Sr No Particulars ||No. |
|1 Whole Time Director ||2 |
|2 Managing Director ||1 |
|3 Joint Managing Director ||1 |
|4 Independent Director ||4 |
|TOTAL ||8 |
Annointment /Reappointment/Resignation from Board of Directors /Key Managerial Personnel
During the Current financial Year following changes were done in directorship of theCompany:
Ms. Manisha Mittal was appointed as independent Director of the Company effective June04 2018 for a term of five years.
Mr. Shanti lal Malhotra was appointed as Independent Director of the Company effectiveApril 30 2018 and due to personal issues he resigned on May 24 2018.
Ms. Simarpreet Kaur Independent Director of the Company resigned effective April 132018.
Mr. Tarundeep Singh was appointed as Independent Director of the Company effectiveApril 30 2018 for a term of five years.
Also Ms. Nancy Singla resigned from the post of Company Secretary and ComplianceOfficer w.e.f 31/01/2019 and Ms. Kanchan Bhatia joined the Company on 12/02/2019 asCompany Secretary and Compliance Officer of the Company pursuant to provisions ofCompanies Act 2013 read with rule and regulations made thereunder and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received the declaration of Independency from Mr. Tarundeep Singh Mr.Rahul Gupta Ms. Manisha Mittal and Ms. Amandeep Kaur that the Independent Directors meetthe criteria of independence as laid down under Section 149 (6) of the Companies Act 2013and the Regulation 16(1)(b) of the SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015.
MEETINGS OF BOARD
The Board met eighteen times during the financial year on 02/04/2018 10/04/201920/04/18 30/04/18 10/05/18 23/05/18 01/06/19 4/06/18 6/06/18 06/08/19 21/08/1810/10/18 06/09/18 12/12/18 19/12/18 8/1/19 12/2/19 and 12/3/19.
. The intervening gap between any two Meetings was within the period prescribed by theCompanies Act 2013.
The Following committees are formulated during the year:
1. Audit Committee
The Audit Committee was constituted accordance with the Section 177 of Companies Act2013 and Regulation 18 of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015. The Audit Committee provides reassurance to the Board on the Existenceof an effective internal control environment that ensures the efficiency and effectivenessof the operations of the Company and safeguarding of assets and adequacy of the provisionsfor all liabilities. The details of the meetings are included in the Corporate GovernanceReport.
2. Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted accordance with the Section178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Committee determines overall Company's policy onremuneration package and other terms and conditions of the appointment of ExecutiveDirectors and other senior management of the company as well as sitting fees toNon-Executive Directors of the Company. It also approves payment of remuneration ofManaging Director and Whole-Time Directors as decided by the members of the Company andrecommends to the Board of Directors for their consideration and approval. The details ofthe meetings are included in the Corporate Governance Report.
3. Stakeholders Committee
The Stakeholders Relationship Committee was constituted accordance with the Section178 of Companies Act 2013 and Regulation 20 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015. The Company look after the grievances of the Stakeholdersand Redressal of Investor's complaints related to transfer of Shares non-receipt ofBalance Sheet etc. The details of the meetings are included in the Corporate GovernanceReport.
The Board carried out the annual performance evaluation of its own performance thedirectors individually as well as of the working of its Audit Nomination &Remuneration and Stakeholder committee with respect to provisions pursuant to the Section134(3) of Companies Act 2013 and Regulations 17(10) of SEBI (Listing Obligation andDisclosure Requirements) Regulation 2015 the details regarding which has been disclosedin Corporate Governance Report attached below.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review Company earned Rs. 5960009.81 on account of exporttransactions and Raw Material of Rs. 85207693.54 was imported on CIF basis.
UTILISATION OF IPO FUNDS
As the Company came out with the IPO in the Financial Year 2018-19 up to the date ofBoard's Report the Company has utilized the funds in following manner:
|Sr. No Particulars ||Amount |
|Total issue proceeds ||52000000 |
|Pre issue expenses as declared in prospectus upto June ||600000 |
|IPO expenses ||2519361 |
|Advances paid to lead manager(as shown in financial results) ||2180639 |
|Amount utilized for meeting working capital requirement and other general corporate purposes ||46700000 |
As per applicable Regulations of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 with the Stock Exchanges a separate section on Corporate Governancepractices followed by the Company together with a certificate from the Company'sStatutory Auditor confirming compliance forms an integral part of this Report.
Declaration by Managing Director that the Board Members and KMPs have complied with theCode of Conduct is also attached.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to provisions of section 134 of the Companies Act 2013 the directors herebyconfirm the following:-
1. That in the preparation of annual accounts for the year ended 31.03.2019 theapplicable accounting standards had been followed along with proper explanation relatingto departures;
2. That the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of financialyear and the profit of the Company for that period.
3. That the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 1956 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
4. That the directors had prepared the annual accounts on a going concern basis.
5. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.
6. That system to ensure compliance with the provisions of all applicable laws was inplace and were adequate and operating effectively.
M/s. Goyal Sanjay & Associates Chartered Accountants (Firm Registration No.010083N) had been appointed as Statutory Auditors of the Company at the 19 Annual GeneralMeeting held on 30.09.2014 to hold office from the conclusion of this Annual GeneralMeeting till conclusion of 24 Annual General Meeting of the Company for the year2018-2019.
The Board of Directors in its meeting held on 03 September 2019 on the recommendationof Audit Committee has appointed M/s Ravi Garg & Co. Chartered Accountants (FirmRegistration No. 016998N) as Statutory Auditor of the Company for a term of five yearsfrom the conclusion of 24th Annual General Meeting of the Company to the conclusion of29th Annual General Meeting of the Company to conduct Statutory Audit from the FinancialYear 2019-20 till 2023-24.
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 hadappointed Narang G. and Associates (CP No.: 16383 ACS: 43779)Company Secretaries for thefinancial year 2018-2019 to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for the financial year ended 31 March 2019 is annexed.
Ms. Simarpreet Kaur has been appointed as Internal Auditor in the Board meeting held on29 May 2019 for the year 2019-2020.
In terms of Section 148 of the Companies Act 2013 and rules made there under CostAudit is not applicable to the Company.
EXPLANATION ON STATUTORY AUDITOR'S REPORT/SECRETARIAL AUDITOR'S REPORT
Neither the Statutory Auditor nor Secretarial Auditor of the Company in theirrespective reports has made any qualification reservation adverse marks or disclaimers.Accordingly no explanations thereon are required to be furnished.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The details of Energy Technology Absorption Foreign Exchange Earnings and Outgostipulated under section 134(3)(m) of the Companies act 2013 read with rule 8 of theCompanies (Accounts) Rules 2014 is annexed.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is as follows: The Company has one Managing Director and the remunerationpaid to him is Rs. 1.98 Lac per month only.
The Remuneration paid to all Key management Personnel was in accordance withremuneration policy adopted by the Company.
REMUNERATION TO DIRECTORS/EMPLOYEES AND RELATED ANALYSIS
During the year under review no employee of the Company received salary in excess ofthe limits as prescribed under the Act. Accordingly no particulars of employees are beinggiven pursuant to Section 134 of the Companies Act 2013 read with Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. The detailspertaining to the ratio of the remuneration of each director to the median employee'sremuneration and other prescribed details as required under section 197(12) of theCompanies Act 2013 read with rule 5(1) of the Companies (Appointment And Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith and forms part of this report.
RELATED PARTY TRANSACTIONS
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. However there were certain relatedparty transactions in terms of regulation 23 of the SEBI (listing obligations anddisclosure requirements) regulations 2015 which were entered into on an arm's lengthbasis and were in the ordinary course of business.
There are no materially significant related party transactions made by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company at large.
DETAILS OF SUBSIDIARY JOINT VENTURE OR ASSOCIATES
The Company has no Subsidiary Joint Ventures or Associates.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is annexed which forms an integral part of this Report and isalso available on the Company's website viz. www.dolfin.co.in.
PARTICULARS OF LOAN GUARANTEES AND INVESTMENTS UNDER SECTION 186
The Company has not given any loan or given guarantee for loans taken by others frombanks or financial institutions during the year. Further during the year no amount ofunsecured loan has been taken from the Directors of the company.
The Company has not accepted any deposits during the year and no deposits remainedunpaid or unclaimed as at the end of the year under review and there has been no defaultin the repayments of deposits.
CORPORATE SOCIAL RESPONSIBILITY
Though the provisions of Companies Act 2013 regarding Corporate Social Responsibilityare not attracted to the Company yet the Company has been over the years pursuing aspart of its corporate philosophy an unwritten CSR policy voluntarily which goes muchbeyond mere philanthropic gestures and integrates interest welfare and aspirations of thecommunity with those of the Company itself in an environment of partnership for inclusivedevelopment.
CHANGE IN NATURE OF BUSINESS
During the year under review there was no change in the nature of business.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review No Order has been passed by Regulators or Court orTribunals.
The well discipline workforce which has served the Company for three decades lies atthe very foundation of the Company's major achievements and shall well continue for theyears to come. The management has always carried out systematic appraisal of performanceand imparted training at periodic intervals. The Company has always recognized talent andhas judiciously followed the principle of rewarding performance.
RISK MANAGEMENT POLICY
Although the Company has long been following the principle of risk minimization as isthe norm in every industry it has now become a compulsion. Therefore in accordanceapplicable provisions of SEBI (Listing Regulation and Disclosure Requirements) Regulations2015 the Board members were informed about risk assessment and minimization proceduresafter which the Board is in process to adopt a proper formulated policy. The Company hasadequate Internal Control Systems and procedures to combat the risk. The Risk managementprocedure will be reviewed by the Audit Committee and Board of Directors on time to timebasis.
POLICY ON PRESERVATION OF THE DOCUMENTS
The Company has formulated a Policy pursuant to Regulation 9 of the Securities ExchangeBoard of India (Listing obligations and Disclosure Requirements) Regulations 2015("Regulations") on Preservation of the Documents to ensure safekeeping of therecords and safeguard the Documents from getting manhandled while at the same in timeavoiding superfluous inventory of Documents.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets. All the transactions are properlyauthorized recorded and reported to the Management. The Company is following all theapplicable Accounting Standards for properly maintaining the books of accounts andreporting financial statements. The Internal Auditor of the Company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.This policy is explained in Corporate Governance Report and also posted on the website ofcompany.
SEXUAL HARASSMENT PREVENTION
Super Fine Knitters Limited has implemented the sexual Harassment of women at workplace(Prevention prohibition and Redressal Act 2013. Internal Complaints Committees as perthe provisions of the act has been constituted. During the year Committee has not receivedany complaints of harassment.
FINANCIAL VIABILITY OF COMPANY
The Company has not defaulted in repayment of dues to financial institutions banks andnot given any guarantee for loans taken by others from banks or financial institutionsduring the year
Directors state that no disclosure or reporting is required in respect of the followingitems as there were no transactions on these items during the year under review:
1. Issue of Equity Shares with differential rights as to dividend right issue.
2. Issue of Sweat Equity Shares to Employees of the Company.
3. Issue of Employee Stock Options to Employees of the Company.
4. Purchase of its own shares either directly or indirectly.
The Company has been very well supported from all quarters and therefore your directorswish to place on record their sincere appreciation for the support and co-operationreceived from Employees Dealers Suppliers Central and State Governments Bankers andothers associated with the Company. Your Directors wish to thank the banks financialinstitutions shareholders and business associates for their continued support andcooperation. We look forward to receiving the continued patronage from all quarters in theyears to come.