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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 05:30 | 01 Jan Iris Clothings Ltd

Iris Clothings Ltd. (IRISDOREME) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 8th Annual Report on the business andoperations of your Company together with the Audited Financial Statements for the yearended March 312019.

Financial Results

The summarized performance of the Company for the Financial Year March 31 2019 andMarch 31 2018 are as under:

(Amount Rs )

Standalone

Year ended March 312019 Year ended March 312018
Total Revenue 621887608 531012882
Total expenses 551439440 484106428
Profit or Loss before 70448169 46906454
Exceptional and Extraordinary items and Tax
Less: Exceptional Items 0 0
Less: Extraordinary Items 0 0
Profit or Loss before tax 70448169 46906454
Less: Current Tax 21604328 13015018
Income Tax adjusted for earlier years 0 (60953)
Deferred Tax (1340872) 854778
Profit or Loss after Tax 50184713 33097611

Dividend

The Board has not declared or recommended any dividend for the financial year endedMarch 31 2019.

Transfer to Reserves

The Company does not propose to transfer any amount to Reserve.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid last year.

Review of Business Operations and Future Prospects

Your Directors are optimistic about company's business and hopeful of betterperformance with increased revenue in next year. There was no change in the nature ofbusiness of company.

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 There are no material changes and commitmentsaffecting the financial position of the Company which have occurred between the end of thefinancial year of the Company to which the financial statements relate and the date of thereport.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

The provisions of Section 134(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 risks associated with the general business of the Company asapplicable to the whole industry. At present the Company has not identified any element ofrisk which may threaten the existence of the Company.

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

Since the Company has not earned a net profit in excess of Rs 50000000/- for theFinancial Year ended March 31 2019 w.r.t. to the calculation as stated under sec. 198 ofthe Companies Act2013 the provisions of Corporate Social Responsibility (CSR) is notapplicable to the Company.

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

There were no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provisions are notapplicable.

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 Accounts.

Explanation or Comments on Qualifications Reservations or Adverse Remarks orDisclaimers Made by the Auditors and the Practicing Company Secretary in their Reports

There are no qualifications reservations or adverse remarks made by the Statutory andSecretarial Auditors in their reports.

Listing with Stock Exchanges

The Equity Shares of the Company are listed on SME Emerge Platform of NSE Limitedw.e.f. 23rd October 2018. The Company is regular in payment of Annual Listing Fees. TheCompany has paid Listing fees up to the year 2019-20.

Changes in Share Capital

During the year the Authorized Share Capital of the Company was increased from Rs30000000/- to Rs 160000000/-. Further the Company has raised Rs 1107.36 lacsthrough Initial Public Offer (IPO) by issuance of 1230400 equity shares at a face valueof Rs 10/- per share and a premium of ' 80 per share.

In addition to the above the Company also raised the money of Rs 235.89 lacs byissuance of 620779 equity shares at a face value of Rs 10/- per share and a premium ofRs 28 per share.

Directors

In terms of Sections 149 of the Companies Act 2013 Mr. Rajesh Kumar Rathi and Mr.Nikhil Saraf were appointed as the Independent Directors of the Company. Further

Mrs. Sujata Saha resigned from the Board with effect from 14th December 2018.

Mr. Baldev Das Ladha retires by rotation and being eligible offers himself 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.

Declaration by Independent Directors

Necessary Declarations have been obtained from all the Independent Directors underSection 149 (7) of the Companies Act 2013.

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.

Key Managerial Personnel

During the year the Company has appointed Mr. Santosh Ladha as the Managing Directorand Mrs. Geeta Ladha as Whole-time Director of the Company in terms of Section 203 of theCompanies Act 2013.

Further Mr. Niraj Agarwal was appointed as the Chief Financial Officer (CFO) and Ms.Sweta Agarwal was appointed as the Company Secretary of the Company.

Committees of the Board

Audit Committee

During the year under review the Company has constituted Audit Committee with threedirectors majority of which are independent directors. The Audit Committee reviews theAudit Reports submitted by the internal auditors and statutory auditors financial resultsand effectiveness of internal audit process the Company's Risk Management Strategy andvigil mechanism. It reviews the Company's established systems and the Committee isgoverned by the provisions of the Companies Act 2013. During the year 4 Audit Committeemeetings were held.

Nomination and Remuneration Committee

During the year under review the Company has constituted Nomination and RemunerationCommittee with three nonexecutive Directors. This Committee identifies the persons whoare qualified to become Directors of the Company/who may be appointed in Senior Managementin accordance with the criteria laid down recommend to the Board their appointment andremoval and also carries out evaluation of every director's performance.

During the year the Nomination and Remuneration Committee have met 4 times.

Vigil Mechanism

Your Company is committed to highest standards of ethical moral and legal businessconduct. Accordingly the Board of Directors has formulated a Whistle Blower Policy whichis in compliance with the provisions of Section 177(10) of the Companies Act 2013.Employees can raise concerns regarding any discrimination harassment victimization anyother unfair practice being adopted against them or any instances of fraud by or againstyour Company. Any incidents that are reported are investigated and suitable action takenin line with the Whistle Blower Policy.

Remuneration Policy

The Nomination and Remuneration Committee is in process to formulate a remunerationpolicy which shall be approved by the Board of Directors and shall be uploaded on thewebsite of the Company.

Annual Return

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and Administration) Rules 2014 is furnished in "AnnexureI" and is attached to this Report.

Board Meetings

During the period under review the Board met 17 times and the gap between twoconsecutive meetings was not more than one hundred and twenty days as provided in section173 of the Companies Act 2013.

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) the 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) the 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) the 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 during theyear under review.

Deposits

The Company has neither accepted nor renewed any deposits during the year under review.

Adequacy of Internal Financial Controls with Reference to Financial Statements

The Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weakness in the design or operation was observed.

Auditors

Statutory Auditor

During the year the Company has appointed M/s. AMK & Associates CharteredAccountants at the Extra-Ordinary

General Meeting held on 30th July 2018 to fill the casual vacancy caused due toresignation of M/s. R. Rathi &

Co. Chartered Accountants for conducting audit for the Financial Year 2018-19. The saidauditor shall hold office till the conclusion of ensuing Annual General Meeting. Furtherthe Board recommends the re-appointment of M/s. AMK & Associates CharteredAccountants for a further period of five years commencing from Financial Year 2019-20.

Internal auditor

M/s. Vimal & Seksaria Chartered Accountants were appointed as the Internal Auditorof the Company for the Financial Year 2018-19.

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

Since the Company is listed on SME platform of National Stock Exchange of India Ltd.the provisions of Corporate Governance are not applicable to the Company. However theDirectors are complying with the corporate norms.

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

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

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

The Company in place an Anti Sexual Harassment Policy in line with the requirements ofThe Sexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal)Act 2013. Further the Company has constituted an Internal Complaints Committee forredressing the complaints against sexual harassment.

There was no complaint received 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" tothis Report.

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.

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
SD/- SD/-
Santosh Ladha Baldev Das Ladha
Place: Howrah Managing Director Director
Date: June 27 2019 (DIN: 03585561) (DIN: 03585566)