TO THE SHAREHOLDERS OF MEYER APPAREL LIMITED
Your Directors have pleasure to present their 27thDirectors' Report togetherwith the audited Financial Statements of the Company for the year ended 31stMarch 2020.In compliance with the Companies Act 2013 the company has made all requisitedisclosures in the Board Report with the objective of accountability and transparency inits operations and to make you aware about its performance and future perspective.
1. FINANCIAL RESULTS
(Rs. in Lakh)
|Particulars ||2019-2020 (April'19 to March'20) ||2018-2019 (April'18 to March'19) |
|Gross Sales & Other Income ||543.34 ||913.65 |
|Exceptional Items- Gain/ (Loss) ||(144.37) ||(7.49) |
|Profit/(Loss) before interest depreciation exceptional items & taxes ||(654.06) ||(127.08) |
|Less : Interest & Finance Charges ||26.86 ||12.42 |
|: Depreciation ||77.53 ||89.13 |
|: Taxes including Deferred taxes ||0.00 ||0.00 |
|Profit/(Loss) after tax but before exceptional items ||(758.45) ||(228.63) |
|Profit/(Loss) after tax and exceptional items ||(902.83) ||(236.12) |
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 2019-20 your company's gross sales turnover has been atRs.542.38 Lacs only in comparison with the last year's turnover at Rs.858.92 Lacs whichis primarily on account of inadequate orders and prohibition on exports due to the ongoingcase relating to customs duty.
There has been no change in the nature of business of the Company in the current year2019-20.
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 2019-20.
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 hue 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 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 tme and fair view of the state of affairs of the company as at 31stMarch 2020 and of 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 year2019-20'
(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 2020 the Board of Directors comprises of four directorswhich includes two Independent Directors one Additional Director and one Whole TimeDirector.
During the year Mr. Karan Singh Thakral (DIN: 00268504) has resigned from theposition of Chairman and Non- Executive Director effective from 28th January2020.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Anjali Thukral (DIN: 01460179) was appointed undersection 161 of the Companies Act 2013 as an Additional Director and Chairperson witheffect from 13lh February. 2020.
The resolution seeking appointment of Ms. Anjali Thukral (DIN:01460179) asNon-Executive Director and Chairperson of the Company lias been taken in the Notice of theensuing Annual General Meeting.
She is a Fellow member of Institute of Company Secretaries of India and is inemployment with Dimensions Corporate Finance Services Private Limited.
7. INDEPENDENT DIRECTORS:
During the year Ms. Ritu Chopra (DIN: 01853004) lias resigned from the positionof Independent Director effective from 30th September 2019.
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Ms. Swastika Kumari (DIN: 07823199) who was Non-ExecutiveDirector liable to retire by rotation was subsequently in compliance with the provisionsof section 149 and in opinion of the Board was appointed as an Independent Director for aterm of five consecutive years effective from 9* September 2019 subject to approval ofshareholders in General Meeting. Ms. Swastika Kumari is meets the requisite requirement ofbeing appointed her as Independent Director.
The resolution seeking appointment of Ms. Swastika Kumari (DIN: 07823199) asIndependent Director of the Company has been taken in the Notice of the ensuing annualgeneral meeting.
As on 31st March 2020 there were two Independent Directors namely Ms.Swastika Kumari (DIN: 07823199) and Ms. Meena (DIN: 07613916).
Declarations of fulfilment of the criteria of independence have been obtained from boththe independent directors.
8. KEY MANAGERIAL PERSONNEL
There are two Key Managerial Personnel of the Company namely Mr. R.K. Shanna CFO& Company Secretary and Mr. Gajender Kumar Shanna Whole Time Director (DIN:08073521).
9. NUMBER OF MEETINGS OF THE BOARD
During the financial year 2019-2020 total four 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 been givenin 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 14thMarch 2020 performance of non-independent directors performance of the board as a wholeand performance of the Chairperson was evaluated taking into account the views ofindividual directors. The same was discussed in the board meeting held subsequent to themeeting of independent 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 2019-20.
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.
16. STATUTORY 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.
There is no fraud in the Company during the financial year ended 3 P*March 2020. 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 3 lstMarch 2020
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 datedJune 22 2020given their consent and certificate of their eligibility that their appointedis within the limits of section 139(1) of the Companies Act 2013.
17. 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.
18. 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.
19. 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.
20. 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.
21. 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 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 2019-20except that disclosed in the Form AOC 2 enclosed as Annexure-II to this report.
22. 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.
23. 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
24. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION. FOREIGN EARNINGS AND OUTGO
The particulars required to be disclosed under the Section 134(3) (m) of the CompaniesAct 2013relating to conservation of energy technology absorption foreign exchangeearnings and outgo are provided in Annexure IV to this Report.
25. PARTICLUARS 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 theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration) Rules 2014 have been given in Annexure-V to this report.
26. 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) 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 Whole Time Director (WTD) of theCompany is annexed as Annexure-VIII to this report.
27. 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.
28. 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 year2019-20.
C) No sweat equity shares have been issued during the Financial Year 2019-20.
D) The Nomination and Remuneration Committee inter alia administers and monitors theEmployees' Stock Option Scheme of the Company in accordance with the applicable SEBIGuidelines.
The resolution for closure of the ESOS 2009 scheme has been passed by the shareholdersin the last AGM held on 25thSeptember 2019.
No employee stock option has been issued during the Financial Year 2019-20 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 2019-20.
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 2020-2021 has yet to be paid and requesthas been sent to BSE for extension in view of the Covidl9 situation.
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. Bankers ofthe company and all the various departments of Central and State Governments.
| ||For and on behalf of the Board of Directors |
|Place: Gurugram || |
|Date :18th July 2020 ||Sd/- |
| ||Anjali Thukral |
| ||Chairperson & Director |