TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED
Your Directors' have pleasure to present their 28th Directors' Report together with theaudited Financial Statements of the Company for the year ended 31st March 2021. Incompliance with the Companies Act 2013 the Company has made all requisite disclosures inthe Board Report with the objective of accountability and transparency in its operationsand to make you aware about its performance and future perspective.
1. FINANCIAL RESULTS
(Rs. in Lakh)
|Particulars ||2020-2021 (April'20 to March'21) ||2019-2020 (April'19 to March'20) |
|Gross Sales & Other Income ||349.3 ||543.3 |
|Exceptional Items- Gain/ (Loss) ||- ||(144.4) |
|Profit/(Loss) before interest depreciation exceptional items & taxes ||(144.6) ||(604.5) |
|Less : Interest & Finance Charges ||20.3 ||26.86 |
|: Depreciation ||58.0 ||77.5 |
|: Taxes including Deferred taxes ||0.0 ||0.0 |
|Profit/(Loss) after tax but before exceptional items ||(144.6) ||(748.9) |
|Profit/(Loss) after tax and exceptional items ||(153.2) ||(902.8) |
2. DIVIDEND AND TRANSFER TO RESERVES
Your Directors' regret their inability to recommend any dividend and transfer of anyprofits to the reserves for the current year (Previous year- NIL) due to the lossesincurred by the company.
During the current year 2020-21 your company's gross sales turnover has been at Rs.260.9 lacs only in comparison with the last year's turnover at Rs. 542.4 lacs which isprimarily on account of inadequate orders due to the outbreak of COVID-19 and prohibitionon exports due to the ongoing case relating to customs duty.
The outbreak of the deadly COVID-19 virus and the ensuing lockdown imposed across thecountry affected business operations. The health of the employees and workers became apriority stoppage of operations for an uncertain period resulted in a large financialburden on the one hand and workforce idling on the other hand. We are facing unprecedentedchallenges due to COVID-19 pandemic.
There has been no change in the nature of business of the Company in the current year2020-21.
The Company has generated revenue from retailing of garments and is exploring otheravenues to seek revenue.
4. SUBSIDIARIES/ASSOCIATE/JOINT VENTURE
Your Company does not have any subsidiary associate or joint ventures as defined inthe Companies Act 2013 ("ACT") and there has been no change insubsidiaries/associate/joint ventures of the Company during the financial year 2020-21.
5. DIRECTORS' RESPONSIBILITY STATEMENT
The Company has taken the utmost care in its operations compliance transparencyfinancial disclosures and the financial statements have been made to give a true and fairview of the state of affair of the company. Pursuant to Section 134(5) and 134(3) (c) ofthe Companies Act 2013 and based upon the detailed representation due diligence inquirythereof and to the best of their knowledge and ability the Board of your Directors'states:
(a) That in the preparation of the annual accounts the applicable Indian accountingstandards (IND AS) had been followed along with proper explanation relating to materialdepartures if any;
(b) That the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as at 31st March 2021 andof the profit and losses of the company for that period;
(c) That the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(d) That the Directors had prepared the annual accounts on a going concern basis; and
(e) That based on the framework of Internal financial control and compliance systemsestablished and maintained by the Company work performed by the internal Statutory andSecretarial Auditor's report and external consultants and the reviews by the managementand the Board committees the Board is of the opinion that the Company's internalfinancial controls are adequate and were operating effectively during the financial year2020-21.
(f) That the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.
As on 31st March 2021 the Board of Directors comprises of Three directors whichincludes One Independent Director one Whole-Time Director & one Non -ExecutiveDirector.
All Directors except Independent Directors are liable to retire at every Annual GeneralMeeting as per Articles of Association of the Company.
Ms. Anjali Thukral (DIN: 01460179) is liable to retire at the forthcoming AGM and beingeligible has offered herself for re-appointment.
Mr. Gajender Kumar Sharma Whole Time Director (DIN: 08073521) is liable to retire atthe forthcoming AGM and being eligible has offered himself for re-appointment he has beenreappointed w.e.f 14th April 2021 till the next Annual General Meeting FY 2022 subject toshareholder approval.
7. INDEPENDENT DIRECTORS
During the year Ms. Meena (DIN: 07613916) has resigned from the position ofIndependent Director effective from 30th March 2021.
As on 31st March 2021 there was one Independent Director namely Ms. Swastika Kumari(DIN: 07823199).
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Meenakshi Goyal (DIN: 07177126) was Additional IndependentDirector and not liable to retire by rotation for a term of five consecutive yearseffective from 14th April 2021. The resolution seeking confirmation of her appointmenthas been taken in the notice of the ensuing Annual General Meeting. Ms. Meenakshi Goyalmeets the requisite requirement of being appointed her as Independent Director.
The Board of Directors are proposing her candidature as Independent Directors for aconsecutive term of five years w.e.f 14th April 2021 the Company has been taken in theNotice of the ensuing Annual General Meeting subject to Shareholder approval.
Declarations of fulfilment of the criteria of independence have been obtained.
8. KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel of the Company are namely
Mr. Gajender Kumar Sharma Whole Time Director w.e.f. 28th May 2018 and CFO w.e.f 14thApril 2021
Late Mr. R.K. Sharma CFO demise on 15th October 2020 and ceased to be CFO (heldposition as Company Secretary till 10th September 2020).
Ms. Nitasha Bakshi as Company Secretary (from 11th September 2020 to 19th May 2021)
Mr. Vijay Kumar Garg appointed as Compliance Officer w.e.f 14th June 2021 and CompanySecretary w.e.f. 28th June 2021.
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2020-2021 total Six meetings of the Board of directors wereheld. The intervening gap between the two meetings was within the period as prescribedunder the Companies Act 2013. Further details of the meetings of the Board have beengiven in the corporate governance report which forms part of this Board report.
10. BOARD EVALUATION
The Board of Directors have carried out annual evaluation of performance of its ownits committees and Individual Directors after seeking inputs from all the directors andits committee members regarding composition of the Board and its Committees effectivenessof processes of meetings information and functioning etc of the Board its Committeesand Individual Directors.
The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the Individual Directors on the basis of certain criteria such as thecontribution of the Individual Director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairperson was also evaluated on the keyaspects of his role. In a separate meeting of Independent Directors held on 27th February2021 performance of non independent directors performance of the board as a whole andperformance of the Chairperson was evaluated taking into account the views of individualdirectors. The same was discussed in the board meeting held subsequent to the meeting ofIndependent Directors.
11. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Company's policy on appointment and remuneration of Directors and senior management hasbeen provided in the copoa governance report which forms part of this report.
12. AUDIT COMMITTEE
Details pertaining to composition of the audit committee are included in the corporategovernance report which forms part of this report. Board has accepted all recommendationsas made by the audit committee from time to time during the current year 2020-21.
13. INTERNAL FINANCIALS CONTROL SYSTEMS
The Company has maintained adequate financial control systems and procedurescommensurate with the size scale and complexity of its operations with reference tofinancial statements. Such controls have been examined by the internal and externalauditors and no reportable material weakness in the design or operation were observedduring the financial year.
14. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the companyhave occurred between the end of the financial year of the company to which the financialstatements relate and the date of report.
15. AUDITOR AND AUDITOR'S REPORT
There is no such significant material order passed by the regulators/courts or anytribunals in respect to the company during the financial year.
M/s Khandelwal Jain & Co Chartered Accountants conducted the statutory audit. Theobservations made in the auditor's report read together with the relevant notes thereonare self-explanatory and hence do not call for any further comments under Section134(3)(f) of the Companies Act 2013.
There is no fraud in the Company during the financial year ended 31st March 2021. Thisis also being supported by the report of the auditors of the company as no fraud has beenreported in their audit report for the financial year ended 31st March 2021
M/s Khandelwal Jain & Co Chartered Accountants the statutory auditor of thecompany who were appointed to hold office for a term of consecutive five years to holdoffice from the conclusion of 24th Annual General Meeting till the conclusion of the 29thAnnual General Meeting to examine and audit the accounts of the Company.
M/s Khandelwal Jain & Co Chartered Accountants having registration No. 105049Wallotted by the Institute of Chartered Accountants of India (ICAI) have vide letter dated22nd June 2021 given their consent and certificate of their eligibility that theirappointed is within the limits of section 139(1) of the Companies Act 2013.
16. SECRETARIAL AUDITORS REPORT
M/s Lalit Singhal & Associates Practicing Company Secretaries conducted thesecretarial audit. The secretarial auditor's report in prescribed form MR-3 is annexed as Annexure-Ito this report.
The observations made in the Secretarial auditor's report are self-explanatory andhence do not call for any further comments under Section 134(3) (f) of the Companies Act2013.
17. RISK MANAGEMENT
In terms of the Listing regulation though not mandatory required the management ofthe Company has duly adopted the Risk Management Policy as per the requirement of theCompanies Act 2013. Further they had taken adequate care in its implementation byidentifying various element of risk which may cause serious threat to the existence of theCompany. The Risk Management Committee is responsible for reviewing the risk managementplan and ensuring its effectiveness. The Committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuous basis. The developmentand implementation of risk management policy has been covered in the management discussionand analysis which forms part of this report.
18. VIGIL MECHANISM UNDER SECTION 177(9) OF THE ACT
Company's policy on Vigil Mechanism for directors and employees has been provided inthe corporate governance report which forms part of this report.
19. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
The Company has not given any loans or guarantees and not made any investments coveredunder the provisions of section 186 of the Companies Act 2013. The particulars of loansguarantees and investment have been made in the financial statements.
20. RELATED PARTY TRANSACTIONS
There was no material related party transaction during the financial year 2020-21accordingly NIL Form AOC 2 enclosed as Annexure-II to this report.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The corporate social responsibility provisions as per Section 135 of Companies Act2013 are not applicable to the Company but the company has taken the requisite steps tocomply with the recommendations concerning corporate social responsibility.
22. EXTRACT OF ANNUAL RETURN
The Extract of Annual Return required under Section 134(3) (a) of the companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 hasbeen furnished in prescribed form MGT 9 in Annexure III to this report.
23. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EARNINGS AND OUTGO
The particulars required to be disclosed under the Section 134(3) (m) of the CompaniesAct 2013 relating to conservation of energy technology absorption foreign exchangeearnings and outgo are provided in Annexure IV to this Report.
24. PARTICULARS OF EMPLOYEES
None of the employees who have worked throughout the year or a part of the financialyear were getting remuneration in excess of the threshold mentioned under Section 197(12)of the Act read with rule 5(2) of Companies (Appointment and Remuneration) Rules 2014.The information required under Section 197 (12) of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration) Rules 2014 have been given in Annexure-Vto this report.
25. CORPORATE GOVERNANCE REPORT
The Company being a listing entity is committed to maintain the highest standards ofcorporate governance and adhere to the corporate governance requirements set out under theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The Company hasalso implemented several best corporate governance practices as prevalent in the industry.A separate report on Corporate Governance compliance is annexed as Annexure - VI aspart of this report and the Certificate from M/s. Khandelwal Jain & Co. CharteredAccountants confirming compliance with the requirements of Corporate Governance asstipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 isannexed as Annexure-VII to this report.
In compliance with the Corporate Governance requirements the company has implemented acode of conduct for all its Board members and Senior Management employees who haveaffirmed compliance thereto. The said Code of Conduct has been posted on the Company'swebsite. A declaration to this effect signed by the Whole Time Director (WTD) of theCompany is annexed as Annexure-VIII to this report.
26. MANAGEMENT DISCUSSION & ANALYSIS
The Management Discussion and Analysis as required by the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 although dealt with in various sections ofthis Report is annexed as Annexure- IX to this report. The Chief Financial Officer(CFO) have certified to the Board with regard to the financial statements and othermatters as required under clause 17(8) SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and the said certificate is annexed as Annexure-X to thisreport.
27. OTHER DISCLOSURES
A. During the year under review the Company has not accepted nor renewed any depositsfrom public under the Companies (Acceptance of Deposits) Rules 2014. Accordingly noamount was outstanding on balance sheet date.
B. No equity shares with differential rights have been issued during the current year2020-21.
C. No sweat equity shares have been issued during the Financial Year 2020-21.
D. No employee stock option has been issued during the Financial Year 2020-21 under theEmployees Stock Option Scheme 2009 (ESOS 2009).
E. No provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees has been made by the Company during the FinancialYear 2020-21.
F. Your Company has 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 (POSH). Internal Complaints Committee (ICC) has been set up toredress complaints received regarding sexual harassment. All employees (includingpermanent contractual temporary and trainees are covered under this policy. No case ofsexual harassment has been noticed during the period under consideration. The Company hasfiled the Annual Report for the year ended 31st December 2020 with Dist. CollectorGurugram as required under POSH.
G. The equity shares of the Company are listed on the Bombay Stock Exchange Limited(BSE) and the annual listing fees for the year 2020-21 (paid partially) and 2021-2022 isyet to be paid and request has been sent to BSE for extension in view of the Covid-19situation.
H. Director Non-Disqualification Certificate pursuant to Regulation 34(3) and ScheduleV Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 issued by Lalit Singhal & Associates Company Secretaries inPractices in Annexure XI for the Financial Year 2020-21.
I. Annual Secretarial Compliance Report pursuant to Regulation 24A of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 issued by Lalit Singhal &Associates Company Secretaries in Practices in Annexure XII for the Financial Year2020-21.
Your Directors wish to express their sincere appreciation to the committed services byall the employees at all levels to the company.
The Directors take this opportunity to express their appreciation of the support andco- operation received from all the stakeholders customers dealers suppliers Bankersof the company and all the various departments of Central and State Governments.
| ||By Order of the Board |
| ||for Meyer Apparel Limited |
| ||Sd/- |
|Place : Gurugram ||Anjali Thukral |
|Dated : 28th June 2021 ||Chairperson & Non- Executive Director |