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Iris Clothings Ltd.

BSE: 535123 Sector: Industrials
NSE: IRISDOREME ISIN Code: INE01GN01017
BSE 05:30 | 01 Jan Iris Clothings Ltd
NSE 00:00 | 23 Sep 178.95 6.10
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Iris Clothings Ltd. (IRISDOREME) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 9th Annual Report on the business andoperations of your Company together with the Audited Financial Statements for the yearended March 31 2020.

Financial Results

The summarized performance of the Company for the Financial Year March 312020 andMarch 31 2019 are as under:

(Amount in ' lakhs)
Particulars Year ended March 312020 Year ended March 312019
Total Income 6093.12 6218.87
Total expenses 5538.15 5510.50
Profit or Loss before Exceptional Extraordinary items 554.97 708.37
Profit or Loss before tax 554.97 708.37
Less: Tax Expenses 160.95 202.64
Profit or Loss after Tax 394.02 505.73

Review of Business Operations and Future Prospects

During the year under review the income and net profit of the Company stands at '6093.12 lacs and ' 394.02 lacs respectively. Your Directors are optimistic about company'sbusiness and hopeful of better performance with increased revenue in next year.

Impact of Corona Virus Disease (COVID- 19)

The global outbreak of Corona Virus Disease not only impacted our Company but the wholenation. To reduce the spread of COVID-19 the Government of India had declared completelockdown throughout the country and much restrictions on movement of persons. However theCompany is committed towards providing uninterrupted supply of goods and services to itscustomer and has actively implemented business continuity plans including the option ofworking from home facility.

Dividend

To conserve resources and plough back profits your Directors have not recommended anydividend for the period under review.

Transfer to Reserves

During the year under review your Directors have not proposed to transfer any amountto Reserves.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125 of the Companies Act 2013 do not apply as there was nodividend declared and paid during previous year.

Material Changes and Commitment if Any Affecting the Financial Position of theCompany Occurred Between the End of the Financial Year to Which This Financial StatementsRelate and the Date of the Report No material changes and commitments affecting thefinancial position of the Company have been occurred between the end of the financial yearto which this financial statement relates and the date of the report except the COVID-19pandemic.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The provisions of Section 134(3)(m) of the Companies Act 2013 do not apply to ourCompany.

Statement Concerning Development and Implementation of Risk Management Policy of theCompany

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence

are very minimal. The Company is not subject to any specific risk except risksassociated with the general business of the Company as applicable to the whole industry.At present the Company has not identified any element of risk which may threaten theexistence of the Company.

Details of Policy Developed and Implemented by the Company on Its Corporate SocialResponsibility Initiatives

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable on your Company for the financialyear ended March 31 2020 as per Section 135(1) of the Companies Act 2013 and rules madethere-under.

Particulars of Loans Guarantees or Investments Made Under Section 186 of the CompaniesAct 2013

The Company has not given any loan or provided any guarantee or made any investmentunder provision of Section 186 of the Companies Act 2013. However the particulars ofloans guarantees or investments made by the Company are given in notes to FinancialStatements.

Particulars of Contracts or Arrangements Made with Related Parties

All transactions entered with Related Parties during the financial year were on anarm's length basis and were in ordinary course of business and the provision of Section188 of the Companies Act 2013 are not attracted. Thus disclosure in Form AOC- 2 is notrequired. Further there are no materially significant related party transactions duringthe period under review made by the Company with Promoters Directors or other designatedperson which may have a potential conflict with the interest of the Company at large.However details of all related party transactions are given in Notes to FinancialStatements.

Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers Made by the Auditors In Their Reports

There are no qualifications reservations or adverse remarks made by the StatutoryAuditors in their reports.

Listing with Stock Exchanges

The Equity Shares of the Company are listed on SME Platform of NSE Limited w.e.f.October 23 2018. The Company is regular in payment of Annual Listing Fees. The Companyhas paid listing fees the financial year 2020-21.

Directors and Key Managerial Personnel

Mr. Rajesh Kumar Rathi (DIN: 00669100) Independent Director has resigned from theCompany w.e.f. January 10 2020. Except this there was no change in the Directors and KeyManagerial Personnel of the Company during the Financial Year 2019-2020.

Mrs. Geeta Ladha retires by rotation and being eligible offers herself forre-appointment as per the provisions of Section 152 of the Companies Act 2013.

None of the Directors of the Company are disqualified for appointment or forcontinuation as Director of the Company in terms of the provisions of Section 164 of theCompanies Act 2013.

Board Meetings

During the period under review 10 (Ten) meetings of Board of Directors were held onApril 22 2019 May 24 2019 June 13 2019 June 27 2019 September 2 2019 November13 2019 January 11 2020 January 29 2020 February 1 2020 and February 20 2020respectively. The intervening gap between the meetings was within the period prescribedunder the Companies Act 2013.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the IndependentDirectors confirming their independence as per provisions of Section 149(6) of theCompanies Act 2013. The Board relies on their declaration of independence.

Familarisation Programme for Independent Directors

To familiarize the new Independent Directors with the strategy operations andfunctions of our Company the senior managerial personnel make presentation for theinductees about the Company's strategy operations product and service offeringsmarkets finance quality etc.

Further at the time of appointment of an Independent Director the company issues aformal letter of appointment outlining his/ her role function duties andresponsibilities as a director.

Separate Meeting of the Independent Directors

A separate meeting of Independent Directors was held on December 28 2019 without theattendance of Non - Independent Directors and members of Management.

Committees of the Board

Presently the Board has two Committee the details of which are given below:

Audit Committee

The Board of Directors had constituted an Audit Committee in compliance with theprovision of Section 177 of the Companies Act 2013. During the year under review 2 (two)meetings of Audit Committee were held on May 24 2019 and November 13 2019. The AuditCommittee reviews the Audit Reports submitted by the internal auditors and statutoryauditors financial results and effectiveness of internal audit process the Company'sRisk Management Strategy and vigil mechanism.

Nomination and Remuneration Committee

The Board of Directors had constituted Nomination and Remuneration Committee incompliance with the provision of Section 178 of the Companies Act 2013. During the yearunder review 1 (one) meeting of Nomination and Remuneration Committee was held onFebruary 1 2020. This Committee identifies the persons who are qualified to becomeDirectors of the Company/who may be appointed in Senior Management in accordance with thecriteria laid down recommend to the Board their appointment and removal and also carriesout evaluation of every director's performance.

Annual Evaluation by the Board

Pursuant to the provision of Companies Act 2013 Rules made thereunder and as perpolicy of the Company separate meeting of independent directors was held to evaluate theperformance of non-independent directors performance of the board as a whole taking intoaccount the views of executive directors and non-executive directors.

Performance evaluation of independent directors was done by the entire board excludingthe independent director being evaluated. Evaluation of the performance of the board itscommittees and individual directors has been carried out after taking into considerationattendance contribution remuneration and other criteria as recommended and reviewed bythe Nomination and Remuneration Committee of the Company.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behavior actual orsuspected fraud or violation of the Company's Code of Conduct or Ethics Policy. It aims toprovide an avenue for employees through this policy to raise their concerns on anyviolation of legal or regulatory requirements suspicious

fraud misfeasance misrepresentation of any financial statements and reports. It alsoprovides for direct access to the Chairman of the Audit Committee. The Vigil Mechanism/Whistle Blower Policy is being made available on the Company's websitewww.irisclothings.in.

Remuneration Policy

Pursuant to provisions of Section 178(3) of the Companies Act 2013 the Board hasframed a policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. The Remuneration Policy has been uploaded on theCompany's website www.irisclothings.in.

Annual Return

Pursuant to the provisions of Section 92 of the Companies Act 2013 read with Rule 12of the Companies (Management and Administration) Rules 2014 the extract of Annual Returnis furnished in Form MGT-9 and appended to this report as "Annexure I".

Directors' Responsibility Statement

In accordance with the provisions of Section 134(5) of the Companies Act 2013 yourDirectors state that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) t he directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss of the company for that period;

c) t he directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;

d) t he directors had prepared the annual accounts on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any Subsidiary Joint Venture or Associate Company as onMarch 31 2020.

Deposits

The Company has not accepted any deposit form the public during the year under reviewas covered the provisions of Section 73 of the Companies Act 2013 read with the Companies(Acceptance of Deposits) Rules 2014.

Adequacy of Internal Financial Controls with Reference to Financial Statements

The Company has its internal financial control systems commensurate with the size andcomplexity of its operations to ensure proper recording of financials and monitoring ofoperational effectiveness and compliance of various regulatory and statutory requirements.The management regularly monitors the safeguarding of its assets prevention and detectionof frauds and errors accuracy and completeness of the accounting records including timelypreparation of reliable financial information.

Auditors

Statutory Auditor

At the 8th Annual General Meeting of the Company held on August 31 2019M/s. AMK & Associates Chartered Accountants had been appointed as statutory auditorsof the Company for a term of 5 years from the Financial Year 2019-20 onwards.

Internal Auditor

During the year under review M/s. Vimal & Seksaria Chartered Accountants wereappointed as the Internal Auditor of the Company for the Financial Year 2019-20.

Auditors' Report

The Auditors' Report read together with the Notes on Accounts are self-explanatory andtherefore do not call for any further explanation and comments. No frauds were reported bythe Auditor se under sub-section 12 of Section 143 of the Companies Act 2013.

Cost Records and Cost Audit

The provisions of cost records and cost audit as specified by the Central Governmentunder Section 148 of the Companies Act 2013 are not applicable to the Company.

Corporate Governance

The Company being listed on the SME Platform of National Stock Exchange of IndiaLimited is exempted from provisions of Corporate Governance as per Regulation 15 of theSEBI

(LODR) Regulations 2015. Hence no corporate governance report is required to bedisclosed with Annual Report. It is pertinent to mention that the Company follows majorityof the provisions of the corporate governance voluntarily as a part of good CorporateGovernance.

Details of Significant and Material Orders Passed by the Regulators Courts andTribunals

There has been no significant and material order passed by any regulators or courts ortribunals impacting the going concern status of the Company and its future operations.

Disclosure Under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has always been committed to provide a safe and conducive work environmentto its employees. The Company in place an Anti-Sexual Harassment Policy in line with therequirements of the Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. Further the Company has constituted an Internal ComplaintsCommittee for redressing the complaints against sexual harassment. There was no complaintreceived during the year.

Remuneration Ratio to Directors/KMP/ Employees

The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment & Remuneration of managerial Personnel) Rules 2014 in respectof Directors/employees of the Company is attached as "Annexure-II" to thisReport.

Other Disclosure Requirements

• The disclosures and reporting with respect to issue of equity shares withdifferential rights as to dividend voting or otherwise is not applicable as the Companyhas not issued any such shares during the reporting period.

• The disclosures and reporting on issue of shares (including sweat equity sharesand Issue of Shares under Employees Stock Option Scheme) to employees of the Company underany scheme are not applicable as the Company has not issued any such shares during thereporting period.

• The company has complied with the applicable provisions of Secretarial StandardsSS-1 and SS-2 with respect to convening of Board Meetings and General Meetings during theperiod under review.

• There was no change in the nature of business of company.

Management Discussion And Analysis Report

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations(LODR) 2015 the Management Discussion and Analysis Report is presented in separatesection forming part of the Annual Report.

Acknowledgements

Your Directors place on record their sincere thanks to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Companies activities during the year under review. Your Directors also acknowledgesgratefully the shareholders for their support and confidence reposed on your Company.

For and on behalf of the Board Iris Clothings Limited

Santosh Ladha Geeta Ladha
Place: Howrah Managing Director Whole Time Director
Date: August 26 2020 (DIN: 03585561) (DIN: 03585488)

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