TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED
Your Directors have pleasure to present their 25th Directors' Report together with theaudited Financial Statements of the Company for the year ended 31st March 2018. 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 Lacs)
|Particulars ||2017-2018 ||2016-2017 |
| ||(April 17 to March 18) ||(April 16 to March 17) |
|Gross Sales & Other Income ||1228.38 ||2110.25 |
|Exceptional Items- Gain /(Loss) ||279.06 ||117.79 |
|Profit / (Loss) before interest depreciation exceptional items & taxes ||(403.49) ||(184.43) |
|Less : Interest & Finance Charges ||18.12 ||6.44 |
|: Depreciation ||44.31 ||39.61 |
|: Taxes including Deferred taxes ||0.00 ||0.23 |
|Profit / (Loss) after tax but before exceptional items ||(465.92) ||(230.71) |
|Profit / (Loss) after tax and exceptional items ||(186.86) ||(112.92) |
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 2017-18 your company's gross sales turnover has been at Rs.1174.43 Lacs only in comparison with the last year's turnover at Rs. 2095.85 Lacs whichis primarily on account of lower realisation from exports.
There has been no change in nature of business of the Company in the current year2017-18.
4. SUBSIDIARIES/ASSGGIATE/JOINT VENTURE
Your company does not have any subsidiary as defined in Section 2(87) of the CompaniesAct 2013 ("ACT").
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 fairvies 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 Directorsstates:
(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 2018 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 year2017-18.
(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 2018 the Board of Directors comprised of five directors whichincludes two Independent Directors two non executive directors and one additionalexecutive director.
Ms. Meena (DIN:07613916) was appointed with effect from 12 September 2017 asIndependent Director by the Board in their meeting held on that date subject toconfirmation of the members in the ensuing general meeting to fill as provided insub-section (4) of section 161 of the Companies Act2013 the resulting casual vacancywhich was caused by resignation of Mrs. Meenakshi Goyal (DIN:07177126) the independentdirector before the expiry of her term of office to hold the office till 25 May2020being the date the outgoing independent director would have held office as recommended bythe Nomination & Remuneration Committee.
Ms. Swastika Kumari (DIN: 07823199) was appointed with effect from 12 September2017 as Non executive additional director by the Board in their meeting held on that dateas recommended by the Nomination & Remuneration Committee.
Mr. Praveen Saran (DIN: 07174880) had resigned from his directorship vide hisletter dated 20th December 2017 and ceased to be so w.e.f 23rd December 2017.
Mr. Gajender Kumar Sharma (DIN: 08073521) was appointed as Additional Director on26th March 2018 by passing a resolution by circulation. Subsequently the Board ofdirectors in its meeting held on 28th May 2018 appointed him as Whole-time Director of thecompany subject to approval of the members in the ensuing Annual General Meeting.
In accordance with the provisions of the Companies Act and the Articles of Associationof the Company Mr. Karan Singh Thakral (DIN: 00268504) Director retires byrotation at the ensuing Annual General Meeting and is eligible offers himself forre-appointment and the Board recommends his reappointment.
7. INDEPENDENT DIRECTORS:
As on 31st March 2018 there were two Independent Directors namely Ms. Ritu Chopra(DIN: 01853004) and Ms. Meena (DIN: 07613916).
Declaration of fulfillment of the criteria of independence has been obtained from allthe independent directors.
The resolution seeking confirmation of appointment of Ms. Meena (DIN: 07613916) asindependent director has been taken in the Notice of the ensuing annual general meeting.
8. KEY MANAGERIAL PERSONNEL
Out of two Key Managerial Personnel of the company namely Mr. R.K Sharma CFO &Company Secretary and Mr. Praveen Saran Whole time director and CEO Mr. Praveen Saranhad resigned from his position w.e.f. 23rd December 2017 due to his personal reasons.
The Board of directors in its meeting held on 28th May 2018 had appointed Mr. GajenderKumar Sharma (DIN: 08073521) as Whole-time Director subject to approval of themembers in the ensuing Annual General Meeting as recommended by the Nomination &Remuneration Committee.
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2017-2018 total four meetings of the Board of directors wereheld. Further details of the meetings of the Board have been given in the corporategovernance 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 Chairman was also evaluated on the key aspectsof his role. In a separate meeting of independent Directors held on 24th March 2018performance of non-independent directors performance of the board as a whole andperformance of the Chairman 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 corporate 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 2017-18.
13. INTERNAL FINANCIALS CONTROL SYSTEMS
The Company has in place adequate internal financial control systems and procedureswith reference to financial statements. During the year such controls have been examinedby the internal and external auditors and no reportable material weakness in the design oroperation were observed.
14. MATERIAL CHANGES AFFECTING FINANCIAL POSITION OF THE COMPANY
The Company was carrying on the fabric business in addition to the manufacturing of theReadymade Garments namely Suits Jackets and Trousers especially to design developmanufacture purchase import sale export etc.
The Company management after taking in to account the financial resources of theCompany and other related factors had taken up the fabric business activity to becombined conveniently and advantageously with the existing business of the Company ofmanufacturing the readymade garments with the objective to increase the business turnoverof the Company as a whole.
However the fabric business was not receiving proper focus parallel running it withthe manufacturing business.
Therefore the Board of directors of the company on the recommendation of AuditCommittee in their meeting held on 12th September 2017 after review of the fabricbusiness decided to sale/dispose off or otherwise transfer the business of buying andselling fabrics to other group company for cash or Sale or Return basis or otherwise.
15. AUDITOR AND AUDITOR'S REPORT
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.
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 (subject to ratification of the appointment by the members at everyAnnual General Meeting held after the 24th Annual General Meeting) to examine and auditthe 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 dated21st May 2018 given their consent and certificate to the effect that if their appointed isratified such ratification will be within the limits of section 139(1) of the CompaniesAct 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 asAnnexure-I to 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 your Company hasframed a risk management committee to frame implement and monitor the risk managementplan for the Company. The Committee is responsible for reviewing the risk management planand 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. VIGlL 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 particulars of loans guarantees and investment have been made in the financialstatements.
20. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis and have been done with the approval of the audit Committee and placed before theBoard for approval.
There was no material related party transaction during the financial year 2017-18except that disclosed in the Form AOC 2 enclosed as Annexure-ll to this report.
21. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The Company is not required to constitute corporate social responsibility committee asper provisions of Section 135 of the Companies Act 2013.
22. EXTRACT OF ANNUAL RETURN
The extract of the annual return have been furnished in prescribed form MGT 9 inAnnexure 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
The information required under Section 197 (12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 have been given in Annexure-V to 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 our 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) Regulations2015 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 Chief Executive Officer (CEO) / WholeTime Director (WTD) of the Company 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 tothis report.
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 year2017-18.
C) No sweat equity shares have been issued during the Financial Year 2017-18.
D) The Nomination and Remuneration Committee of the Board of Directors of the Companyinter alia administers and monitors the Employees' Stock Option Scheme of the Company inaccordance with the applicable SEBI Guidelines.
No employee stock option has been issued during the Financial Year 2017-18. Of thetotal 20 (twenty) Lacs stock options your Company had issued 16.75 Lacs stock options tocertain employees including some directors pursuant to the Employees Stock Option Scheme2009 (ESOS 2009). Keeping in view that no employee/director has exercised any option sofar your directors have decided not to charge any expense in the accounts books onaccount of employees stock options during the year 2017-18 (previous year: Rs. NIL).
Further the members of the company in their Annual General Meeting held on 12thSeptember 2017 has amended Clause No. 15 of the ESOS 2009 to extend the exercise periodby further three years till 10th January 2019.
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 2017-18.
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. Internal Complaints Committee (ICC) has been set up to redresscomplaints received regarding sexual harassment. All employees (including permanentcontractual temporary and trainees are covered under this policy. No case of sexualharassment has been noticed during the period under consideration.
G) The equity shares of the Company are listed on the Bombay Stock Exchange Limited(BSE) and the annual listing fees for the year 2018-2019 have been paid.
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 and cooperation received from all the stakeholders customers dealers suppliers Bankers ofthe company and all the various departments of Central and State Governments.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place: New Delhi ||Karan Singh Thakral |
|Date : 28th May 2018 ||Chairman & Director |