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Iris Clothings Ltd.

BSE: 535123 Sector: Industrials
NSE: IRISDOREME ISIN Code: INE01GN01017
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Iris Clothings Ltd. (IRISDOREME) - Director Report

Company director report

Dear Members

Your Directors take pleasure in presenting the 11th (Eleventh) Annual Reportof the Company along with the Audited Financial Statements for the financial year ended ason March 31 2022.

State of Company's Affairs

The COVID-19 pandemic continued to be a global challenge creating disruption acrossthe world. In the first three months of Financial Year 2021-22 the second wave of thepandemic overwhelmed India. The Company has continued to operate and provide services toits customers without any significant disruptions during ongoing COVID-19 crisis.

Financial Performance

(Rs.in Lakhs)

Particulars Year ended March 312022 Year ended March 312021
Total Income 11176.75 8824.43
Total Expenses 9819.27 7942.85
Profit or Loss before Exceptional Extraordinary items 1357.48 881.58
Profit or Loss before tax 1357.48 881.58
Less: Tax Expenses 342.78 228.28
Profit or Loss after Tax 1014.70 653.30
Other Comprehensive Income (27.67) 12.27
Total Comprehensive Income 987.03 665.57

During the year under review the performance of your company was satisfactory. TheCompany has reported total income of '11176.75 Lakhs for the current financial year ascompared to '8824.43 Lakhs in the previous financial year registering growth of 26.88%.Total Comprehensive Income for the year under review amounted to '987.03 Lakhs in thecurrent financial year as compared to '665.57 Lakhs in the previous financial year. Theprofit after tax for the year increased to '1014.70 Lakhs as compared to '653.30 Lakhs inthe previous year registering increase of 55.32%.

Change in nature of business

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

Management Discussion and Analysis Report

The Company's business activity primarily falls within a single business segment i.e.manufacturing and trading of garments. The analysis on the performance of the industrythe Company internal control systems risk management are presented in the ManagementDiscussion and Analysis Report is presented forming part of this report.

Share Capital

Equity Shares:

The paid-up Equity Share Capital as on March 31 2022 was '163141260/-. There was nochange in the Share Capital during the year under review.

Sweat Equity Shares:

In terms of Sub-rule (13) of Rule 8 of The Companies (Share Capital and Debentures)Rules 2014 the Company has not issued any Sweat Equity Shares.

Differential Voting Rights:

In terms of Rule 4(4) of The Companies (Share Capital and Debenture Rules 2014) theCompany has not issued any share with Differential Voting Rights.

Employee Stock Options:

In terms of Rule 12(9) of The Companies (Share Capital and Debenture Rules 2014) theCompany has not issued any Employee Stock Options.

Dividend

Your Directors have not recommended any dividend for the year under review.

Transfer of unpaid & unclaimed Dividends & Shares to Investor Education andProtection Fund (IEPF)

Pursuant to Sections 124 and 125 of the Companies Act 2013 read with the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 ("IEPF Rules") there was no unclaimed/unpaid dividend hence the company isnot required to transfer any amount to Investor Education and Protection Fund.

Reserves

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

Material Changes and Commitment

There are no material changes or commitments that took place after the close offinancial year till date which will have any material or significant impact on thefinancials of the Company.

Conservation of Energy Technology Absorption Foreign Exchange Earnings and Outgo

Conservation of Energy:

Energy conservation continued to be a key focus area. Various initiatives wereundertaken by all manufacturing plants to minimize the power consumption.

During the year under review the energy consumed by the company was 1386099 unitsamounting to '170.96/- lakhs.

Technology Absorption:

We are well aware of latest technology being available in our field of operation.Necessary training is imparted to the relevant people from time to time to make them wellacquainted with the latest technology.

Foreign Exchange Earning and Outgo:

The Company is creating a network across the globe through export of its products.

During the year under review the details of foreign exchange earnings and outgo are asgiven below:

(Rs.in Lakhs))
Particulars Financial Financial
Year 2021-22 Year 2020-21
Earning in Foreign Currencies 267.75 221.85
Expenditure in Foreign Currencies - -

Risk Management

The Company has a risk management framework comprising risk governance structure anddefined risk management process. The risk governance structure of the Company is a formalorganization structure with defined roles and responsibilities for risk management. Therisks existing in the internal and external environment are periodically identified andreviewed based on which the cost of treating risks is assessed and risk treatment plansare devised.

Corporate Social Responsibility (CSR) Initiatives

Pursuant to the provisions of Section 135 of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility Policy) Rules 2014 your Company hasundertaken projects/programs in accordance with the CSR Policy. The details of the CSRprojects are given as ‘Annexure - A' to this Report.

Particulars of Loans Guarantees or Investments

The Company has not given any loan or provided any guarantee or made any investmentunder provisions of Section 186 of the Companies Act 2013. However the particulars ofall loans 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. There are no materially significantrelated party transactions during the period under review made by the Company withPromoters Directors or other designated person which may have a potential conflict withthe interest of the Company at large. Thus disclosure in Form AOC- 2 is not required.However details of all related party transactions are given in Notes to FinancialStatements.

Board of Directors Committees and Management

Composition:

The composition of the Board of Directors and its Committees viz. Audit CommitteeNomination and Remuneration Committee Stakeholders' Relationship Committee and CorporateSocial Responsibility Committee are constituted in accordance with Companies Act 2013("the Act") and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ["SEBI (LODR)

Regulations 2015"] wherever applicable. The details are provided in CorporateGovernance Report which forms the part of the Annual Report.

Retirement by Rotation

Pursuant to Section 152 of the Companies Act 2013 at least two-third of the totalnumber of Directors (excluding independent directors) shall be liable to retire byrotation.

The Independent Directors hold office for a fixed term of not exceeding five years fromthe date of their appointment and are not liable to retire by rotation.

Accordingly Mrs. Geeta Ladha (DIN: 03585488) Whole Time Director being the longestin the office among the Directors liable to retire by rotation retires from the Boardthis year and being eligible has offered herself for re-appointment.

The brief resume and other details relating to Mrs. Geeta Ladha who is proposed to bere-appointed as required to be disclosed under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is incorporated in theannexure to the notice calling ensuing Annual General Meeting.

Re-appointment of Directors

The tenure of Mr. Nikhil Saraf (DIN: 00611163) NonExecutive Independent Director ofthe Company shall be expiring on August 30 2022. Hence the re-appointment of Mr. NikhilSaraf is proposed for a further period of five consecutive financial years commencing fromAugust 31 2022 subject to approval of the members.

The brief resume and other details relating to Mr. Nikhil Saraf who is proposed to bere-appointed as required to be disclosed under Regulation 36(3) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is incorporated in theannexure to the notice calling ensuing Annual General Meeting.

Meetings of the Board & Committees:

The details of Board and Committee Meetings held during the Financial Year ended onMarch 31 2022 and the attendance of the Directors are set out in the Corporate GovernanceReport which forms part of this report. The maximum time gap between any two BoardMeetings was not more than 120 days as required under SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 Companies Act 2013 and Secretarial Standardon Meetings of the Board of Directors.

The details of meeting of Independent Directors is set out in the Corporate GovernanceReport which forms part of this report.

Declaration by Independent Directors

The Company has received requisite declarations/ confirmations from all the IndependentDirectors confirming their independence as per provisions of the Companies Act 2013 andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Board relieson their declaration of independence.

Familarisation Programme for Independent Directors

Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company has formulated a programme forfamiliarising the Independent Directors their roles rights responsibilities in theCompany nature of the industry in which the Company operates business model of theCompany etc. through various initiatives.

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. The details of programmes for familiarisation forIndependent Directors are available on the website of the Company www.irisclothings.in.

Annual Evaluation of Board's Performance

In compliance with the provisions of the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the Board of Directors hascarried out an annual evaluation of its own performance board committees and individualdirectors. The details are provided in Corporate Governance Report which forms the part ofthe Annual Report.

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 / 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) t he directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

VIGIL Mechanism / Whistle Blower Policy

The Company has adopted a Vigil Mechanism/Whistle Blower Policy to provide a formalmechanism to the Directors and employees to report their concerns about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. It aims to provide an avenue for employees through this policy to raisetheir concerns on any violation of legal or regulatory requirements suspicious fraudmisfeasance misrepresentation of any financial statements and reports. It also providesfor direct access to the Chairman of the Audit Committee. The Vigil Mechanism/WhistleBlower Policy is being made available on the Company's website www. irisclothings.in.

Nomination and Remuneration Policy

Pursuant to the provisions of Section 178 of the Companies Act 2013 the Board on therecommendation of the Nomination and Remuneration Committee has framed a Nomination andRemuneration Policy for selection appointment and remuneration of Directors and KeyManagerial Personnel including criteria for determining qualifications positiveattributes and independence of Directors. The policy has been duly approved and adopted bythe Board pursuant to the recommendations of the Nomination and Remuneration Committee.The Remuneration Policy has been uploaded on the Company's website www.irisclothings.in.Further the salient features of the policy are given in the Report of Corporate Governanceforming part of this Annual Report.

Annual Return

The Annual Return of the Company as on March 31 2022 in Form MGT - 7 is in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 and is available on the website of the Company at www.irisclothings.in.

Subsidiaries Joint Ventures and Associate Companies

The Company does not have any subsidiary associate or joint venture. There was noCompany which has become or ceased to be Company's Subsidiary Joint Venture or Associateduring the Financial Year 2021-22.

Deposits

During the year under review your Company has neither accepted nor renewed anydeposits from public within the meaning of Section 73 of the Companies Act 2013 read withCompanies (Acceptance of Deposits) Rules 2014.

Internal Financial Control and its Adequacy

The Company has laid down an adequate system of internal controls policies andprocedures for ensuring orderly and efficient conduct of the business including adherenceto the Company's policies safeguarding of its assets prevention and detection of fraudsand errors accuracy and completeness of the accounting records and timely preparation ofreliable financial disclosures.

The current system of internal financial control is aligned with the statutoryrequirements. Effectiveness of internal financial control is ensured through managementreviews controlled self-assessment and independent testing by the Internal Auditor.

Audit and Allied Matters

Statutory Auditor

M/s. AMK & Associates (FRN: 327817E) Chartered Accountants have been appointed asStatutory Auditors of the Company at the Annual General Meeting held on August 31 2019for a term of 5 consecutive years to hold office from the conclusion of 8thAnnual General Meeting till the conclusion of 13th Annual General Meeting to beheld in the year 2024.

The Statutory Auditors have confirmed that they are not disqualified from continuing asAuditors of the Company.

The Statutory Auditor Report to the Members for the year ended March 31 2022 does notcontain any qualification reservation adverse remark or disclaimer. Also there has beenno instance of fraud reported by the statutory auditors for the period under review.

Internal Auditor

As recommended by the Audit Committee the Board of Directors had re-appointed M/s.Vimal & Seksaria Chartered Accountants as Internal Auditors of the Company for the

Financial Year 2021-22 to conduct internal audit of the Company and their report onfindings is submitted to the Audit Committee on periodic basis

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors had re-appointed Mr. Rajesh Ghorawat Company Secretary in Practice toundertake the Secretarial Audit of the Company. The Secretarial Audit Report for theFinancial Year 2021-22 in the prescribed Form MR-3 is appended as ‘Annexure - B' tothis Board's Report.

Cost Records

The Company has maintained cost records for the products as specified by the CentralGovernment under sub-section (1) of Section 148 of the Companies Act 2013.

Corporate Governance

The Company adheres to follow the best corporate governance. As per Regulation 34 readwith Schedule V (C) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 a Report on Corporate Governance along with a certificate received from theStatutory Auditors confirming compliance is annexed and forms part of the Annual Report.

Significant and Material Orders Passed by the Regulators

There were no significant and material orders passed by the Regulators or Courts orTribunals during the year under review impacting the going concern status and theoperations of the Company in future.

Disclosure on Sexual Harassment of Women at Workplace

As per the requirement of the Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013 (‘POSH Act') and Rules made thereunder your

Company have constituted Internal Complaints Committee for providing a redressalmechanism pertaining to sexual harassment of women employees at workplace.

During the year under review no complaint was filed under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.

Remuneration Ratio to Directors/KMP/ Employees

The disclosures pertaining to remuneration and other details as required under Section197 of the Act read with the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is attached as ‘Annexure - C' forming part of thisreport.

Other Disclosures

Secretarial Standards:

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

Proceeding pending under the Insolvency and Bankruptcy Code 2016:

No application has been made under the Insolvency and Bankruptcy Code; hence therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code 2016 (31 of 2016) during the year along with theirstatus as at the end of the financial year is not applicable.

Appreciation & Acknowledgement

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board convey sits appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.

For and on behalf of the Board
Iris Clothings Limited
Santosh Ladha Geeta Ladha
Place: Howrah Managing Director Whole-time Director
Date: July 27 2022 (DIN: 03585561) (DIN: 03585488)

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