High Street Filatex Ltd.
|BSE: 531301||Sector: Others|
|NSE: N.A.||ISIN Code: INE319M01011|
|BSE 00:00 | 12 Feb||High Street Filatex Ltd|
|NSE 05:30 | 01 Jan||High Street Filatex Ltd|
|BSE: 531301||Sector: Others|
|NSE: N.A.||ISIN Code: INE319M01011|
|BSE 00:00 | 12 Feb||High Street Filatex Ltd|
|NSE 05:30 | 01 Jan||High Street Filatex Ltd|
High Street Filatex Limited
Your Directors have immense pleasure in presenting the 25thAnnual Report onthe business and operations of your Company together with the Audited FinancialStatements for the financial year ended on March 31 2019.
1. FINANCIAL PERFORMANCE
The performance of the Company for the Financial Year ended March 31 2019 issummarized as below: (Amount in Rs.)
2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
During the year under review sales of the Company is Rs.2 Crore as compared to Rs.2lacs in the previous year as Company started trading of Yarn commodity and enter intowide new range of socks for all type of age groups but due to high manufacturing and otherexpenses the company incurred a net loss of Rs.3783470 from the operations during theyear under review.The Directors are putting in their best efforts to improve theperformance of the Company.
Further the paid up Share Capital of the Company as on 31st March 2019 ismentioned below: Paid up Equity Share Capital: 6470000 Paid up Preference Share Capital:27800000 Management is planning to establish new project with the object of attainmentof better future & growth. Consequent to such establishment innovative knittingproducts will be developed and launched and wide new range of socks for all type of agegroups wrist bands and headbands will be produced.
In view of losses incurred during the year under review your Directors did notrecommend any dividend during the Financial Year 2018-19.
4. AMOUNTS TRANSFERRED TO RESERVES
No amount is proposed to be transferred to reserves for the financial year ended on 31stMarch 2019.
5. EXTRACT OF ANNUAL RETURN
An extract of Annual Return in Form MGT-9 containing details as on the financial yearended 31st March 2019 as required under Section 92 (3) of the Companies Act2013 read with The Companies (Management and Administration) Rules 2014in the prescribedformat is appended as "Annexure- 1"to the Board's 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 (Listing Obligations and DisclosureRequirements) Regulations2015 and Secretarial Standard -1. The Board meets at regularintervals to discuss and decide on business strategies/policy and review the financialperformance of the Company. The Board meetings are pre-scheduled and a tentative annualcalendar of the Board meetings is circulated to the Directors well in advance tofacilitate the Directors to plan their schedules and to ensure meaningful participation inthe meetings. Notice along with detailed agenda with relevant notes of each Board meetingis given well in advance in writing to all the Directors with all the relevant provisionsapplicable.In case of Business exigencies the Board's approval is taken through circularresolution except in the cases which has been restricted by the act which is noted andconfirmed at the subsequent Board meeting. The Chief Financial Officer of the Company isinvited to attend all the Board Meetings. Other senior managerial personnel are called asand when necessary to provide additional inputs for the items being discussed by theboard.
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 concerned officials anddepartment for the effective implementation of the same.
The Board of Directors met to discuss and decide on Company's business policy andstrength apart from other normal Board business. During the year 2018-19 9(Nine) meetingsof Board of Directors were held with a maximum time gap of not more than 120 days betweenany two meetings. The dates on which the said meetings were held were:
All the aforesaid Board meetings were in conformity with the provisions of theCompanies Act2013 the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations2015 and Secretarial Standards-1.
7. PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIESPROVIDED BY THE COMPANY U/s 186
During the year under review the company has not given any loans or guarantee orprovided security in connection with a loan nor it has acquired by way of subscriptionpurchase or otherwise the securities of any other body corporate.
8. PARTICULARS OF CONTRACT OR ARRANGEMENT WITH RELATED PARTIES
All transactions entered into by the companyduring with Related Parties as definedunder the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 during the financial year 2018-19 were in the ordinary course ofbusiness and on an arm'slength pricing basis and do not attractthe provisions of Section188 of the Companies Act 2013.There are also no materially significant related partytransactions during the year under review made by the Company with Promoters DirectorsKey Managerial Personnel or other designated persons which may have a potential conflictwith the interest of the Company at large. Thus disclosure in Form AOC-2 is not required.
The company follows a documented framework for identifying entering into andmonitoring the related party transactions.The deviationsif any to the said process havebeen brought to the attention of Audit Committee suitably.
The policy on dealing with and materiality of Related party transactions has beenplaced on the Company's website and can be accessed at the following link:http://www.highstreetfilatex.in/asp/Related%20Party%20Policy.pdf
9. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY
There were no material changes occurred and commitments took place between the end ofthe financial year to which this financial statements relate and the date of this Reportwhich can affect the financial position of the Company.
10. RISK MANAGEMENT POLICY
In compliance with the requirements of regulations contained in the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 and the provisions of theCompanies Act2013 Company has a Risk Management Policy to identify and assess the keyrisk areasmonitor and report compliance and effectiveness of the policy and procedure.Company has a well-established Risk Management framework in place for identificationevaluating and management of risks including the risks which may threaten the existenceof the Company. In line with Company's commitment to deliver sustainable value thisframework aims to provide an integrated and organized approach for evaluating and managingrisks. A detailed exercise is carried out to identify evaluate manage and monitor therisks. The Board periodically reviews the risks and suggests steps to be taken to controlandmitigate the same through a properly defined framework.The detailed risk managementpolicy of company is available on the following weblink:http://www.highstreetfilatex.in/asp/Policy%20on%20Risk% 20Management.pdf
11. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
An active informed and independent Board is a pre-requisite for strong and effectivecorporate governance. The Board plays a crucial role in overseeing how the managementsafeguards the interests of all the stakeholders. The Board ensures that the Company hasclear goals aligned to the shareholders' value and growth. The Board critically evaluatesstrategic direction of the Company and exercises appropriate control to ensure that thebusiness of the Company is conducted in the best interests of the shareholders and societyat large. The Board is duly supported by the Whole time Director Key Managerial Personneland Senior Management Personnel in ensuring effective functioning of the Company. Duringthe year Ms. Sabita Roy (DIN:06791036)Director of the Company who was retired and beingeligible was re-appointed and Mr. Bhagwan Singh (DIN: 02305246) was re-appointed asChairman cum Whole Time Director of the Company with the approval of members at the AnnualGeneral Meeting held on 26th September 2018.
Further Mr.Rajneesh Chindalia (DIN: 00050984) Independent Director of theCompanyMr.Rajdeep Ghiya (DIN: 00082495) Independent Director of the Company and Mr.Devendra Kumar Palod (DIN: 00082459) Independent Director of the Company who wereappointed as an Independent Directors in the Annual General Meeting of the Company held on15th September 2014for a period of five years . Based on the recommendation ofNomination and Remuneration Committee their reappointment for a second term of fiveyears was made with the approval of members at the Annual General Meeting held on 26thSeptember 2018. The Board of the Directors at their meeting held on 19thDecember 2018 accepted resignation of Ms. Shefali Singhal Company Secretary andCompliance Officer due to some personal reason and engagements. Although the followingchange in the Board of the Directors occurred after the closure of financial year howeveryour directors find it prudent to keep their hareholders informed about the followingchange:
Change in Directorate:
(i) Appointment of Mrs.Aishwarya Sethia as an Additional/Non Executive Director of theCompany The Board of directors of the Company at their meeting held on 13thAugust 2019based on the recommendation of Nomination and Remuneration Committee hadapproved the appointment of Mrs. Aishwarya Sethia as an Additional /Non Executive Directorand CFO with effect from 13thAugust 2019 subject to the approval of shareholders of theCompany.
(ii) The Board of directors of the Company accepted resignation of Mrs. Sabita Roy Director and Chief Financial Officer of the Company due to some personal reasons witheffect from 13.08.2019.
The Board of directors of the Company at their meeting held on 19th April2019based on the recommendation of Nomination and Remuneration Committee had approvedthe appointment of Ms Gunjan Partani as Company Secretary and Compliance officer of theCompany.
Retirement by rotation and subsequent re-appointment:
In accordance with the provision s of Section 152 and other applicable provisions ifany of the Act read with the Companies (Appointment and Qualification of Directors)Rules2014 (including any statutory modification (s) and re-enactments thereof for th timebeing in force) and Articles of Association of the Company Mr. Bhagwan Singh are liable toretire by rotation at the ensuing AGM and being eligible have offered themselves forre-appointment.
Composition of the Board
The Composition & category of the Directors along with their attendance at BoardMeetings & Shareholdings as on 31st March 2019 are given below:-
*WTD-Whole Time Director **INE- Independent Non Executive *** NE- Non Executive
The composition of the Board reflects the judicious mix of professionalism competenceand sound knowledge which enables the Board to provide effective leadership to theCompany. The Board periodically evaluates the need for change in its size and compositionto ensure that it remains aligned withstatutory and business requirements. None of theDirector is a Director on the Board of more than ten Public Limited Companies or acts asan Independent Director in more than seven Listed Companies. Further none of the Directoris a Member of more than ten Committees or Chairman of more than five Committees acrossall the Companies in which he/she is a Director. The Company has issued the formal letterof appointment to all the Independent Directors as prescribed under the provisions of theCompanies Act 2013 and the terms and conditions of their appointment has been uploaded onthe website of the Company. The Board is entrusted with ultimate responsibility of themanagement directions and performance of the Company. Board conducts and exercises theoverall supervision and control by setting the goals and policies reporting mechanism anddecision making processes to be followe
12. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS
The Company has received declarations from all the independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions of the Actread with the schedule IV and Rules issued thereunder as well as clause (b) of thesub-regulation (1) of Regulation 16 of the Listing Regulations .Independent Directors havecomplied with the Code for Independent Directors prescribed in Schedule IV to the Act andin terms of Regulation 25(8) of the Listing Regulationsthe Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could impair or impact their ability to discharge theirduties.
13. PUBLIC DEPOSITS
During the year under review company has neither invited nor accepted or renewed anyfixed deposit from public in terms of provisions of The Companies Act 2013 read withtheCompanies (Acceptance of Deposits) Rules 2014(including any statutory modification (s)or re-enactment(s) thereof for the time being in force).
14. PARTICULARS OF CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGNEXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technologyabsorption and foreign exchangeearnings and outgo during the financial year as required to be disclosed pursuant toSection 134(3)(m) of the Companies Act 2013read with Rule 8 of the Companies (Accounts)Rules 2014 are given to the extent applicable in "Annexure- 2" forming partof this report.
15. STATUTORY AUDITORS
M/s Dilip Bachchawat & Co. Chartered Accountants Jaipur (FRN: 009311C) wasappointed as Statutory Auditor's of the Company from the conclusion of 23rd Annual GeneralMeeting of the Company which was held on September 18 2017 to hold the office for aperiod of 5 years till the conclusion of 28th Annual General Meeting. M/s DilipBachchhawat Chartered Accountants Jaipur (FRN: 009311C) has tendered their resignationas Statutory Auditor of the Company with effect from the closure of business hour onAugust 272019.
Therefore the Board of Directors of the Company in its meeting held on August 27 2019appointed M/s R Sogani & Associates Chartered Accountants Jaipur (FRN: 018755C ) asStatutory Auditors of the Company to hold office for a period of 5 years commencing fromthe conclusion of this 25th Annual General Meeting until the conclusion of the 30thAnnual General Meeting.
The Company has received a certificate from M/s. R Sogani & Associates CharteredAccountantsJaipur to the effect that their appointment if made would be within theprescribed limits under Section 139 of the Companies Act 2013 and that they are notdisqualified for appointment within the meaning of Section 141 of the Companies Act 2013.As required under Regulation 33 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Statutory Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India.
16. STATUTORY AUDITOR'S REPORT
The Board has duly received the Statutory Auditor's Report on the financial Statementsof the company for the financial year ended 31st March 2019 and theobservations made by the Auditors are self explanatory and have been dealt with inIndependent Auditors Report & its annexures and hence do not require any furtherclarification.
The Report given by the Auditors on the financial statements of the Company is formingpart of the Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
Further the Auditors have not reported any incident of fraud in the Company for theyear under review under section 143(12) of the Companies Act 2013
17. SECRETARIAL AUDITOR & SECRETARIAL AUDIT REPORT
The Board of Directors of the company has appointed M/s V. M. & Associates (FRN:P1984RJ039200) Company Secretaries in Practice Jaipur as Secretarial Auditor of theCompany to conduct secretarial audit of the secretarial records for the Financial Year2018-19.
The Secretarial Audit Report for the financial year ended 31st March 2019under Companies Act 2013 read with rules made there underin Form MR-3 obtained from M/sV. M. & Associates Practicing Company Secretaries Jaipur forms part of this AnnualReport as "Annexure-3". The Secretarial Audit Report is self explanatoryand as per Secretarial Audit Report the company has complied with the provisions of theAct Rules Regulations Guidelines Standards etc for the period of 2018-19 except thatStatutory Auditor who has issued Limited Review Reports on Quarterly Financial Results hasnot subjected itself to Peer Review process of the Institute of Chartered Accountants ofIndia and does not hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India in compliance with Regulation 33(1)(d) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.
Further for the above observation management is of opinion that Statutory Auditor gavetheir written consent during their appointment that they are not disqualified to become anauditor and fulfills the eligibility criteria to appoint as statutory auditor of thecompany. In order to fulfill the compliance gap management took resignation from theexisting auditor and approved the appointment of R SOGANI & ASSOCIATES CharteredAccountants as a statutory auditor of the company for a period of Five Years from theconclusion of the ensuing Annual General Meeting of the company subject to the approvalof shareholders in the place of existing statutory auditors.
The Company has received consent from M/s V.M.Associates to act as auditor forconducting audit of the secretarial records for the financial year ending 31stMarch2019.
Further the Board has also re-appointed M/s V. M. &Associates (FRN:P1984RJ039200) Company Secretaries in Practice Jaipur as Secretarial Auditor of theCompany to conduct secretarial audit for the Financial Year 2019-20. They have confirmedthat their eligibility for the said appointment.
18. INTERNAL AUDITOR
Pursuant to Section 138 of The Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 every Listed Company is required to appoint an Internal Auditor ora firm of Internal Auditors to carry out Internal Audit of the Company. As per therequirements of Companies Act 2013 we had appointed CA Padmini Palod as the InternalAuditor of the Company for the financial Year 2018-19 for conducting Internal Audit.
In compliance with the aforesaid requirements the board has re-appointed CA PadminiPalod as internal auditor to conduct the Internal Audit of the Company for the FinancialYear 2019-20.
19. CORPORATE GOVERNANCE
Pursuant to the provisions of Regulation 15and Chapter V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 Companies having paid upequity share capital not exceeding Rs. 10 Crore and Net Worth not exceeding Rs. 25 Croreas on the last day of the previous financial year are not required to comply with theprovisions of Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
As per the latest Audited Financial Statements of the Company as at 31st March2019 the paid-up Equity Share Capital and the Net Worth of the Company does not exceedthe respective threshold limit of Rs. 10 Crore and Rs. 25 Crore as aforesaid; hencecompliance with the provisions of the Corporate Governance are not applicable to theCompany.
However our Company has complied with all the disclosures and requirements which areapplicable under all the rules regulations for the time being in force.
20. MANAGEMENT DISCUSSION AND ANYALISIS REPORT
In compliance with the Regulation 34 (2) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (Listing Regulations') the Management Discussionand Analysis Report giving details of overall industry structure developmentsperformance and state of affairs of Company's business forms an integral part of thisReportas "Annexure No:4".
21. PARTICULARS OF EMPLOYEES
(a) None of the employees of the company was in receipt of the remuneration exceedingthe limits prescribed u/s 197 (12) of the Companies Act 2013 read with rule 5 sub-rule 2of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014(asamended)during the year under review.
Information as required by the provisions of Section 197 of the Companies Act 2013read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is given under:
22. LISTING REGULATIONS
During the period under review the company has complied with all the mandatoryrequirements of SEBI (Listing Obligations and disclosure requirements) 2015 and otherapplicable regulations.
23. NOMINATION AND REMUNERATION POLICY
The current policy is to have an appropriate mix of executive and Non ExecutiveDirectors to maintain the independence of the Board and separate its function ofgovernance and management. As on 31st March 2019 the Board consists of 5Directors out of which 3 are non executive independent directors. The Chairman of theBoard and 1 Non executive Woman Director. The Board periodically evaluates the need forchange in its composition and size.
The policy of the Company on directors' appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub Section(3) of Section 178 of Companies Act 2013adopted by the Board is available on the following weblink:http://www.highstreetfilatex.in/asp/ nomination-and-remuneration-policy.pdf.
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Act
24. BOARD EVALUATION & FAMILARIZATION PROGRAMME
The Nomination and Remuneration Committee of the Board is authorize to formulate aprocess for evaluating the performance of Individuals Directors Committee of the Boardand the Board as a whole.
The parameters for the performance evaluation of the Board interalia includeperformance of the Board on deciding long term strategy rating the composition and mix ofBoard members discharging of governance and fiduciary duties handling critical anddissenting suggestions etc.
The parameters for the performance evaluation of the Directors include attendanceeffective participation in meetings of the Board domain knowledge vision strategy etc.
The Chairman of the respective Committees based on the feedback received from thecommittee members on the outcome of performance evaluation exercise of the committeeshares a report to the Board.
Board Level Performance Evaluation
The Companies Act 2013 and SEBI (LODR) Regulations 2015 stipulates the performanceevaluation of the Directors including Chairman Board and its Committees. Considering thesaid provisions the Company has devised the process and the criteria for the performanceevaluation which has been recommended by the Nomination & Remuneration committee andapproved by the Board.
During the year the Board of Directors has carried out an annual performance evaluationof its own performance board committees and Individual Directors based on a indicativelist of factors.
The process for formal annual performance evaluation is as under:
Committee of Independent Directors at their separate meeting evaluates theperformance of Whole Time Director Non- Executive Directors Chairman of the Companyandthe Board as a whole.
The Board evaluates the performance of the Independent Directors (excluding thedirector being evaluated) and submit its report to the Nomination & RemunerationCommittee.
The Board Evaluated the performance of Board level Committees.
Nomination & Remuneration Committee evaluate/ review the performance of eachDirector recommends appointment/ reappointment/ continuation of Directors to the Board.Based on the recommendation of Nomination &Remuneration Committee Board will take theappropriate action.
The criteria for performance evaluation are as under:
Performance Evaluation of Non-Executive Directors and Chairman
Participation at Board / Committee Meetings Managing Relationship Knowledge andskill Personal attributesCompliance and Corporate Governance; Leadership; StrategyFormulation Strategy Execution Financial Planning/Performance Relationships with theBoard Human Resource Management and Succession Planning Personal Qualities;Resources;Conduct of Meetings.
Performance Evaluation of Board
Composition and Diversity; Strategic Foresight Value CreationProcess and ProceduresOversight of the Financial ReportingProcess and Internal Controls Oversight of AuditFunctions Corporate Governance Corporate Culture Monitoring ofbusiness activitiesUnderstanding of the business of the Company and Regulatory environment; Contribution toeffective corporategovernance and transparency in the Company's Operations;Deliberations/decisions on the Company's strategies policiesplans and guidance to theExecutive Management.
Performance Evaluation of Committees
The performance and effectiveness of the Committee; Frequency and duration; Spread oftalent and diversity in the Committee;Understanding of regulatory environment anddevelopments;Interaction with the board. The company conducts Familiarization Programmefor Independent Directors to enable them to understand their rolesresponsibilities andrights.The details of programme for Familiarization of Independent Directors of yourcompany areavailable on the following web link(http://www.highstreetfilatex.in/asp/familarization-independent-programme.htm).
25. CEO/CFO CERTIFICATION
As required under Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements)Regulations 2015 the CEO/CFO certificate for the Financial Year 2018-19signed by Ms. SabitaRoy (Director & Chief Financial Officer)& Mr. Bhagwan Singh(Chairman cum Whole time Director) was placed before the Board of Directors of the Companyat their meeting held on 20th May 2019 and is annexed to the Board report asan "Annexure No.5".
26. COMMITTEES 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 guidance. These Board committees playan important role in overall management of day to day affairs and governance of theCompany. The Board committees meet at regular intervals takes necessary steps to performits duties entrusted by the Board. To ensure good governance Minutes of the meetings areplaced before the Board for taking note.
Under the provisions of the Companies Act 2013 and SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Board of the Company has three committeesnamely: I. Audit Committee II. Stakeholders' Relationship Committee III. Nomination andRemuneration Committee These are briefly enumerated as under:
I. Audit Committee:
The Audit Committee is duly constituted in accordance with Section 177 of the CompaniesAct 2013 read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules2014. It adheres to the terms of reference prepared in compliance with Section177 of theCompanies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.The Audit Committee of the company is entrusted with the responsibilityto supervise the Company's internal controls and financial reporting process.The Committeeacts as a link between the Management the Statutory Auditors the Internal AuditorsSecretarial Auditors and the Board of Directors.
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 Independent Director is the Chairman of the Committee. TheAudit Committee seeks to ensure both corporate governance and provides assistance to theBoard of Directors in fulfilling the Board's overall responsibilities.
The constitution of the Audit Committee is as under:
Name of Members Designation
b.) Extract of Terms of Reference-
The terms of reference of the Audit Committee are in accordance with Section 177 of theCompanies Act 2013 are as follows:
(i) Overseeing the Company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statements are correct sufficient andcredible;
(ii) Reviewing with the management quarterly half yearly nine months and annualfinancial statements before submission to the Board for approval;
(iii) Reviewing the Management Discussion and Analysis of the financial condition andresults of operations iv) Reviewing with the management the annual financial statementsand auditor's report thereon before submission to the Board for approvalwith particularreference to: a) Matters required to be included in the Director's ResponsibilityStatement to be included in the Board Report as per Sec 134(3) (c ) of the CompaniesAct2013
b) Changes in the Accounting Policies and practices and the reasons for the same majoraccounting entries involving estimates based on the exercise of judgement by managementand significant adjustments made in the financial statements arising out of auditfindings.
c) Compliance with listing and other legal requirements relating to financialstatements
d) Disclosure of any related party transactions
e) Modified opinion (s) in the draft audit reportif any; V) Reviewing and consideringthe following w.r.t appointment of auditors before recommending to the Board
a) qualifications and experience of the individual /firm proposed to be considered forappointment as auditor
b) whether such qualifications and experience are commensurate with the size andrequirements of the company and c) giving due regard to any order or pending proceedingrelating to professional matters of conduct against the proposed auditor before theInstitute of Chartered Accountants of India or any competent authority or any court.
vi) Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor fixing of audit fees and approvingpayments for any other service;
vii) Re-viewing and monitoring the auditor 's independence and performance andeffectiveness of audit process.
viii) Review of internal audit reports relating to internal control weakness anddiscuss with internal auditors any significant findings and follow up thereon;
ix) Reviewing the statements of significant related party transactions submitted by themanagement.
x) Reviewing and scrutinizing the inter corporate loans and investments;
xi) Review of the Whistle Blower Mechanism of the Company as per the Whistle BlowerPolicy and overseeing the functioning of the same.
xii) Review and approve policy on materiality of related party transactions and alsodealing with related party transactions.
xiii) Any other matter referred to by the Board of the Directors.
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 2018-19 5(Five) 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:
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 Committee's meetings. The Company Secretary of the Company acts as theSecretary 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 transfer transmissionof shares issuance of duplicate share certificate non-receipt of Annual Reportnon-receipt of dividend etc. This committee overlooks the performance of the Registrar andShare Transfer Agent and to recommend measures for overall improvement in the Quality ofInvestor services. The Company has always valued its customer relationships.
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 of theShareholders such as this committee is formed to resolve grievances of the securityholders of the company including complaints related to the transfer of shares non-receiptof annual report non- receipt of declared dividends to issue share certificatespursuant to duplicate/ remat//renewal requests as and when received by the company. 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 2018-19 4(Four) meeting of thecommittee was held. Date of the Meeting:
d.) Details of Complaints:
No. of Complaints received and solved during the year-Q1- Nil Q2- Nil Q3- NilQ4- Nil
No pending complaints were there as on March 31 2019.
e.) Company Secretary 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.
TheCommittee presently comprises of three members all of whom are Non-ExecutiveIndependent Directors viz. Mr. Rajneesh Chindalia Mr. Devendra Kumar Palod and Mr.RajdeepGhiya. Mr. Rajneesh Chindalia is the Chairman of the Committee.
Extract of Terms of Reference-
The broad terms of reference of the Nomination and Remuneration Committeeas amendedfrom time includes the following
-1) formulation of the criteria for determining qualifications positive attributesandindependence of a director and recommend to the board of directors apolicy relating tothe remuneration of the directors key managerialpersonnel and other employees;
2) formulation of criteria for evaluation of performance of independentdirectors andthe board of directors; 3) devising a policy on diversity of board of directors;
4) identifying persons who are qualified to become directors and who may beappointed insenior management in accordance with the criteria laid downand recommend to the board ofdirectors their appointment and removal.
5) whether to extend or continue the term of appointment of the independentdirector onthe basis of the report of performance evaluation ofindependent directors.
6) Undertake any oher matters as the Board may decide from time to time.
Meetings - During the Financial Year 2018-19 2 (Two)meetings wereheld:-Tuesday10th April2018 Monday13th August2018
Non-executive Independent Directors Attendance and shareholding as on 31stMarch 2019:
27. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has a robust vigil mechanism through its whistle blower policy approved andadopted by the Board of Directors of the Company in compliance with the provisions ofSection 177(10) of the Act .
The policy also provides protection to the employees and Directors who report unethicalpractices and iiregularities.Any incidents that are reported are investigated and suitableaction is taken in line with the whistle blower policy.The Company has provided dedicatede mail address email@example.com for reporting such concerns. Mr Rajdeep Ghiyais the designated officer for effective implementation of the policy and dealing with thecomplaints registered under the policy. The employees are encouraged to voice theirconcerns by way of whistle blowing and all the employees have been given access to theAudit Committee. No personnel have been denied access to the Audit Committee pertaining tothe Whistle Blower Policy The Whistle Blower Policy is available on the following weblink: http://www.highstreetfilatex.in/asp/vigil-mechansim.pdf. The Company has adopted aCode of conduct to regulate monitor and Report trading by the designated persons (InsiderTrading Code) under SEBI (Prohibition of Insider Trading ) Regulations2015.
The code of Practice and procedures for fair disclosure of Unpublished Price SensitiveInformation can be accessed through the following link:http://www.highstreetfilatex.in/asp/Code_of_Practices_and_procedures_for_fair_disclosure_of_UPSI.pdf
28. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement our directors confirm that: a) In thepreparation of the Annual Accounts for the financial year ended 31stMarch2019 the applicable accounting standards and Schedule III of the CompaniesAct2013 have been followed and that no material departures have been made from the same;b) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period; c) They have taken proper and sufficient care forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d) They have prepared the annual accounts on agoing concern basis; e) They have laid down internal financial controls for the Companyand such internal financial controls are adequate and operating effectively; and f) Theyhave devised proper systems to ensure compliance with the provisions of all applicablelaws and such systems are adequate and operating effectively
29. INTERNAL FINANCIAL CONTROL
The Company's internal financial control framework is commensurate with the size andoperations of the business and is in line with requirements of the Companies Act 2013.The Company has laid down Standard Operating Procedures and policies to guide theoperations of the business. Unit heads are responsible to ensure compliance with thepolicies and procedures laid down by the management. Robust and continuous internalmonitoring mechanisms ensure timely identification of risks and issues. The ManagementStatutory and Internal Auditors undertake rigorous testing of the control environment ofthe Company.
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.
30. COMPLIANCE WITH SECRETARIAL STANDARDS
The Institute of Company Secretaries of India a statutory body has issued SecretarialStandards (SS) on various aspects of corporate law and practices. The Company has compliedwith all the Secretarial Standards issued by the Institute of Company Secretaries ofIndia.
31. CODE OF CONDUCT
The Company has adopted a Code of Conduct for all the employees including the membersof the Board and Senior Management Personnel . All the members of the Board and SeniorManagement Personnel have affirmed compliance with the said code of conduct for thefinancial year 2018-19. The declaration to this effect signed Mr. Bhagwan Singh WholeTime Director of the company is annexed to this Board report as"Annexure No 6."The Code has been posted on the website(www.highstreetfilatex.in) of the Company.The Codecan be accessed through the following link:http://www.highstreetfilatex.in/asp/ITC-High-street-filatex.pdf.
32. SEXUAL HARASSMENT POLICY
The Company's Policy on Prevention of Sexual Harassment at workplace is in line withthe requirements of the Sexual Harassment of Women at Workplace (PreventionProhibitionand Redressal) Act 2013 (Prevention of SexualHarassment of Women at Workplace Act) andRules framedthereunder.
The Company conducts sessions for employees acrossthe organization to build awarenessamongst employees about the Policy and the provisions of Prevention of Sexual Harassmentof Women at Workplace Act. During the Financial Year 2018-19 no complaint of sexualharassment were received by the company.
The Company is committed to providing a safe and conducive work environment to all ofits employeesand associates.
33. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
No Significant and material order was passed against the Company by any regulator orcourt or tribunal impacting going concern status and Company's operations in future.
The Board of Directors place on record their deep appreciation to employees at alllevels for their hard work dedication and commitment. The enthusiasm and unstintingefforts of the employees have enabled the Company to retain its Brand within the sector.
Further the Consent of the Preference Shareholder is obtained to extend the date ofredemption in respect of preference shares so as a result the said shares shall beredeemed on or before any time upto 07.10.2028. The Board places on record itsappreciation for the support and cooperation to Company has been receiving from itssuppliers distributors retailers and others associated with it as its trading partners.Company looks upon them as partners in its progress and has shared with them the rewardsof growth. It will be Company's endeavour to build and nurture strong links with the tradebased on mutuality of benefits respect for and co-operation with each other consistentwith consumer interests. The Board of Directors also take this opportunity to thank allShareholders Clients Vendors Banks Government and Regulatory Authorities and StockExchanges for their continued support.