The Directors have pleasure in submitting their 27th Report together with the AuditedStatements of Accounts of your Company for the year ended March 31 2021.
OPERATIONAL & FINANCIAL HIGHLIGHTS
The Management Discussion & Analysis Report for Financial Year 2020-21 is part ofthe Annual Report and explains the operating and financial performance of the business forthe year.
Summary of the financial results of the Company for the year under review is as under:
(Rs in Cr.)
|Particulars ||Year ended 31.03.2021 ||Year ended 31.03.2020 |
|Revenue from Operations ||1090.23 ||1524.26 |
|Earnings Before Interest Taxes Depreciation and Amortisation ||84.65 ||99.17 |
|Less: Finance Cost ||42.26 ||43.04 |
|Less: Depreciation and Amortisation Cost ||78.38 ||87.70 |
|Profit Before Tax ||(31.38) ||(7.20) |
|Less: Tax Expense ||(12.66) ||(668.76) |
|Profit After Tax ||(18.72) ||(0.51) |
|Other Comprehensive Income ||(0.54) ||0.22 |
|Total Comprehensive Income ||(19.26) ||(0.37) |
|Earnings Per Share ||(3.90) ||(0.12) |
|Tax on Dividend ||- ||- |
Textile industry was hit badly due to the global lockdowns and economic recession. Dueto the pandemic all economic activities except for the essential goods and services cameto a standstill. The textile and apparel industry was no exception to this. Disruptedlogistics and frozen external trade caused due to the pandemic affected the entire valuechain alike. India's e-commerce sale of goods and apparel saw a steep rise in 2020 thanksto an increased market. Work-From- Home drove the demand for casual wear apparel overformals. However 2021 looks brighter given the onset of vaccination drives growth ine-commerce sales of apparel and resumption of global supply chains. Despite being toughsituation the Company has achieved aggregate sales of Rs. 1090.23 crores marginallylower than that of previous financial year and profit before Tax of Rs. (31.38) crores.
Cost of Goods sold as a percentage to revenue from operations increased to 103.23 % asagainst 100.83 % in the previous year.
Employee cost as a percentage to revenue from operations decreased to 4.68 % (Rs. 51.00cr.) against 5.20 % (Rs. 79.27 cr.) in the previous year.
Other expense as a percentage to revenue from operations increased to 16.10% (Rs.175.53 cr.) against 13.77 % (Rs. 209.92 cr.) in the previous year.
The Profit Before Tax (PBT) for the current year is Rs. (31.82) cr. against Rs. (7.27)cr. in the previous year. The Profit After Tax (PAT) declined to Rs. (19.25) cr. againstRs. (0.37) cr. in previous year.
The finance cost (interest) for the current year is Rs. 42.26 cr. as compared to Rs.43.04 cr. in the previous year there being no significant change.
Pursuant to Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 as amended ("ListingRegulations") the Board has approved and adopted a Dividend Distribution Policy. Thepolicy details various considerations based on which the Board may recommend or declareDividend your Company's dividend track record usage of retained earnings for corporateactions etc. The policy can be accessed on the Company's website at https://nandandenim.com/wp-content/uploads/2018/03/Dividend- Distribution-Policy.pdf
In ordinary circumstances the Board of Directors considers recommending dividend oninterim / annual basis. Board usually considers the Company's profitability cash needsfor working capital capital expenditure and other relevant factors while recommendingdividend for any financial year. However in the event where the Company's profits areinadequate or the Company suffers losses the Board may consider recommending a lowerdividend rate or may not recommend dividend. Keeping in view the loss incurred during theyear future outlook investment plans long term interest and working capital needs theCompany has not recommended any dividend for the year 2020-21. The decision has been takenmainly to provide financial flexibility for the future in the current circumstances.
TRANSFER TO RESERVES:
During the year under review the Company has not transferred any amount to Reservesfor the year under review in view of loss incurred.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 124 and Section 125 of the Companies Act 2013 unclaimed or unpaidFinal Dividend relating to the financial year 2013-14 is due for remittance on 22.10.2021which has not been claimed by shareholders of the Company. Shareholders are required tolodge their claims with the Company's RTA for unclaimed dividend. Pursuant to theprovisions of Investor Education and Protection Fund the Company has uploaded the detailsof unpaid and unclaimed amounts lying with the Company on the website of the Companyhttps://nandandenim.com/dividend as also on the website of the Ministry of CorporateAffairs (www.mca.gov.in).
SUBSIDIARY JOINT VENTURE AND ASSOCIATE COMPANIES
Nandan Denim Limited did not have any Subsidiary Joint Venture or Associate Companyfor the year ended March 31 2021.
In compliance with MCA circulars and SEBI circular Annual Report for the year 2020-21is being sent only through electronic mode to those members whose email addresses areregistered with the Company / Depositories. Notice and Annual Report is also available onthe Company's website www.nandandenim.com websites of the Stock Exchanges i.e. BSELimited and National Stock Exchange of India Limited at www.bseindia.com andwww.nseindia.com respectively.
COMPLIANCE WITH SECRETARIAL STANDARD
The Company has complied with Secretarial Standard on Meetings of the Board ofDirectors (SS-1) and General Meetings (SS-2) issued by the Institute of CompanySecretaries of India and approved by the Central Government from time to time.
The external credit rating from ICRA reaffirmed at ICRA BBB-/ A3 and out look has beenrevised from Negative to Stable.
The revision in outlook is attributed by the revival in demand of denim fabrics andimprovement in the liquidity position of the company coupled with sanction of EmergencyCredit Lines Guarantee Scheme (ECLGS) 2.0 from its lenders
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134 of the Act read with the Companies(Accounts) Rules 2014 is set out in Annexure A' to this report.
CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS
As required under Regulation 34 of the Listing Regulations a Cash Flow Statement ispart of the Annual Report. The Company does not have any subsidiaries and hence notrequired to publish Consolidated Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors retiring by rotation
Mr. Vedprakash Chiripal (DIN: 00290454) Chairman of the Company aged 69 yearsretires by rotation as a Director at the conclusion of this Annual General Meetingpursuant to the provisions of section 152 of the Companies Act 2013 read with theCompanies (Appointment and Qualification of Directors) Rules 2014 and the Articles ofAssociation of your Company and being eligible have offered himself for reappointment.Appropriate resolution for his re-appointment is being placed for your approval at theensuing AGM.
In accordance with the provisions of the Act read with the Rules issued thereunder theListing Regulations and the Articles of Association of the Company Additional Directorsand Independent Directors are not liable to retire by rotation.
Change in Directorate
i. Appointment and Resignation of Mr. Suresh Chand Maheshwari (DIN: 08375164)
The Board of Directors at their meeting held on February 12 2020 based onrecommendation of the Nomination & Remuneration Committee approved the appointment ofMr. Suresh Chand Maheshwari as a Whole Time Director. Mr. Maheshwari is a qualifiedChartered Accountant with more than 35 years of experience. During his career spanningmore than 3 decades he has worked with Companies like Modern Group Nandan Exim Limited(now Nandan Denim Limited) Maral Overseas amongst others.
He resigned from the close of business hours on May 11 2020. His appointment was donemainly to comply with applicable regulations and hence he resigned thereafter.
ii. Resignation of Mr. Prakashkumar Sharma (DIN:06639254)
Mr. Prakashkumar Sharma was appointed as Executive Whole Time Director w.e.f. June 12017. Mr. Sharma has done his Bachelor of Science and Post Graduate Diploma fromAssociation of Textiles along with Diploma in Industrial Safety. He has wide experiencespanning thirty years in textile industry. He was earlier associated with Denim and TerryTowel manufacturing Companies.
He resigned w.e.f. August 20 2020 citing health reasons.
iii. Resignation of Ms. Pratima Ram (DIN: 03518633)
Ms. Pratima Ram was appointed as Non-Executive Independent Director on November 112014. She is an experienced banker with three decades in corporate international andinvestment banking she has worked in India USA and South Africa and held position ofChief General Manager and Country Head of United States operations of SBI. She was alsoCEO of the South African operations of the Bank.
Ms. Ram desired to focus on Companies related to finance being her core strength. Sheresigned w.e.f. August 20 2020.
iv. Appointment and Resignation of Mr. Joy Christian (DIN: 03600352)
The Board of Directors through circular resolution appointed Mr. Joy Christian asAdditional Director w.e.f. September 30 2020 based on recommendation of the Nomination& Remuneration Committee. Mr. Christian holds degree in Science Law Theology alongwith being a Diploma holder in IRPM and Gold Medalist in MSW from MS University. He hasmore than 32 years of work experience in HRM and Business Operations. He served inorganisations like Vadilal Group of Industries Stovec Group of Industries Gujarat SteelTubes Limited Modern Group and Sintex Industries Limited.
He resigned w.e.f. December 9 2020 due to other professional commitments.
v. Appointment of Ms. Falguni Vasavada (DIN: 08921942)
The Board of Directors through circular resolution appointed Ms. Falguni Vasavada asIndependent Director on November 4 2020 based on recommendation of the Nomination &Remuneration Committee.
Dr. Falguni Vasavada is Professor & Chair Strategic Marketing Area at MICA. She isa double gold medalist with over two decades of teaching experience in the area ofMarketing and Advertising. She has trained corporate professionals and mentored youngentrepreneurs in areas like Advertising Marketing Consumer Understanding BrandingSocial Media. She has published in International Journals and presented papers in nationaland international conferences and is involved in international joint research projects inthe area of advertising. She is a visiting faculty at management institutes of repute inIndia and overseas. Her teaching research and consultancy interests are in the area ofAdvertising Branding and Social Media. She is a TEDx speaker & is frequently invitedto speak at reputed forums/panels/ roundtables. She speaks on Advertising BrandingMarketing Social Media Personal Branding Gender Equality Body Positivity WomenEmpowerment Work Life Balance and other motivation topics.
vi. Appointment of Mr. Shaktidan Gadhavi (DIN: 09004587)
The Board of Directors through circular resolution appointed Mr. Shaktidan Gadhavi asAdditional Director on December 28 2020 based on recommendation of the Nomination &Remuneration Committee. He was later appointed as Whole-Time Director at Board's Meetingheld on August 14 2021 for a period of three years subject to shareholders approval.
Mr. Gadhavi is working with Nandan Denim Limited since 2007. He has corporateexperience of more than 30 years. He is a Commerce Graduate and has experience in thefield of Indirect Taxation such as Excise and GST Liasioning and Commercial aspects.
Declaration of Independence
Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under the provisions ofCompanies Act 2013 read with the Schedules and Rulesissued thereunder as well asRegulation 16 of the Listing Regulations [including any statutory modification(s) orre-enactment(s) for the time being in force] so as to qualify themselves to be appointedas Independent Directors.
The Company has adopted a familiarization policy for Independent Directors. The policyas well as the details with regard to no. of hours and details of imparting the trainingto the Independent Directors of the Company are available on the Company's websitehttps://nandandenim.com/wp- content/uploads/2018/07/FamilirisationProgramme-for-Independent-Directors.pdf.
The Independent Directors have yet to clear their proficiency test as per MCAguidelines.
Independent Directors Databank
The Company has received confirmations from Independent Directors confirming that theyhave registered their names in the Independent Directors' Databank.
Nomination and Remuneration Policy
The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of Companies Act 2013 read with Rules issued thereunderand the Listing Regulations.
The salient features of the Policy are set out in the Corporate Governance Report whichforms part of this Annual Report. The Policy is also available on the website of theCompany at https://nandandenim.com/policies/.
Policy on Director's Appointment and Remuneration Policy
The Nomination and Remuneration Committee (NRC) has approved the following criteria andprocess for identification / appointment of Directors:
Criteria for Appointment:
i. Proposed Director ("Person") shall meet all statutory requirements andshould:
possess the highest ethics integrity and values
not have direct / indirect conflict with present or potential business /operations of the Company
have the balance and maturity of judgment
be willing to devote sufficient time and energy
have demonstrated leadership and vision at senior levels and have the abilityto articulate a clear direction for the Company
have relevant experience with respect to Company's business (in exceptionalcircumstances specialisation / expertise in unrelated areas may also be considered)
have appropriate comprehension to understand or be able to acquire thatunderstanding relating to corporate functioning o concerning the scale complexity ofbusiness and specific market and environment factors affecting the functioning of theCompany
ii. The appointment shall be in compliance with the Board Diversity Policy of theCompany
Process for Identification / Appointment of Directors:
i. Board members may (formally or informally) suggest any potential person to beChairperson of the Company meeting the above criteria. If the Chairperson deems fitnecessary recommendation shall be made by him to the NRC.
ii. Chairperson of the Company can himself also refer any potential person meeting theabove criteria to the NRC.
iii. NRC will process the matter and recommend such proposal to the Board.
iv. Board will consider such proposal on merit and decide suitably.
The Company's Board has formulated the criteria for performance evaluation of theDirectors as a whole which broadly covers the Board role Board / Committee membershippractice procedure and collaboration.
Pursuant to the provisions of the Companies Act 2013 and Regulation 25 of the ListingRegulations Independent Directors at their meeting without the participation of theNon-independent Directors and Management considered/ evaluated the Boards' performanceperformance of the Chairman and other Non-Independent Directors.
In line with the SEBI Guidance note on Board Evaluation Board effectivenessassessment questionnaire was designed for the performance evaluation of the Board itsCommittees Chairman and individual Directors and in accordance with the criteria set andcovering various aspects of performance including structure of the Board meetings of theBoard functions of the Board role and responsibilities of the Board governance andcompliance evaluation of risks grievance redressal for investors conflict of intereststakeholder value and responsibility relationship among Directors Director competencyBoard procedures processes functioning and effectiveness. The said questionnaire wascirculated to all the Directors for the annual performance evaluation.
The Board subsequently evaluated its own performance the working of its Committees(Audit Nomination and Remuneration and Stakeholders Relationship Committee) andIndependent Directors (without participation of the relevant Directors). There were a fewsuggestions for improving the performance of the Board viz. apprising the Board of thelatest developments from time to time from governance prospective.
Key Managerial Personnel
As per the provisions of sections 2(51) and 203 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 pertaining toKey Managerial Personnel the following officials were the Key Managerial Personnel'for the year 2020-21:
Mr. Jyotiprasad Chiripal - Managing Director
Mr. Deepak Chiripal - Chief Executive Officer
Mr. Ashok Bothra - Chief Financial Officer
Ms. Purvee Roy - Company Secretary
Disclosure relating to remuneration of Directors Key Managerial Personnel andParticulars of Employees
The remuneration paid to the Directors is in accordance with the Nomination &Remuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations [including anystatutory modification(s) orre-enactment(s) thereof for the time being in force). The salient features of theNomination & Remuneration Committee have been outlined in the Corporate Governancewhich forms part of this Report.
Remuneration of Directors Key Managerial Personnel and particulars of employees
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with section 178 of the Act and regulation 19of the SEBI Listing Regulations [including any statutory modification(s) orre-enactment(s) thereof for the time being in force.
The information required under section 197 of the Act read with Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 [including any statutorymodification(s) or re-enactment(s) thereof for the time being in force] in respect ofDirectors / employees of the Company is set out in Annexure F to this report.
The information in respect of employees of the company required pursuant to rule 5 (1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 will beprovided upon request. In terms of Section 136 of the Companies Act 2013 the Report andAccounts are being sent to the Members and other entitled thereto excluding the aforesaidAnnexure which is available for inspection by the Members at the Registered Office of theCompany during business hours on working days of the Company up to the date of the ensuingAnnual General Meeting. In any member is interested in obtaining a copy thereof suchMember may write to the Company Secretary in this regard.
The Nomination and Remuneration Policy of the Company empowers the Nomination andRemuneration Committee to formulate a process for evaluating the performance of IndividualDirectors Committees of the Board and the Board as a whole.
The parameters for the performance evaluation of the Board inter alia includeperformance of the Board on deciding long term strategy rating the composition and mix ofBoard members discharging of governance and fiduciary duties handling critical anddissenting suggestions etc.
The parameters for the performance evaluation of the Directors include attendanceeffective participation in meetings of the Board domain knowledge vision strategy etc.
The Chairperson of the respective Committees based on feedback received from theCommittee members on the outcome of performance evaluation exercise of the Committeeshares a report to the Board.
The details of the evaluation process are set out in the Corporate Governance Reportwhich forms a part of this Annual Report.
ENVIRONMENT AND POLLUTION CONTROL
Nandan Denim Limited strives to maintain good standards of environmental care andensures that increasing level of operations do not adversely impact standards of healthand environment. To combat pollution and strengthen the area ecology considerableemphasis is placed on trees. All manufacturing facilities possess the requiredenvironmental clearance from the respective Pollution Control Boards and do comply withthe relevant statutory provisions.
The Company is well aware of its responsibility towards a better and cleanerenvironment. Our efforts in environment management go well beyond mere compliance withstatutory requirements.
HUMAN RESOURCES / INDUSTRIAL RELATIONS
Framing the human resource/employee relationship helps maintain perspective on theCompany's ultimate goal: to help employees do their best at their jobs.It is a functionwithin an organisation concentrated on recruiting managing and directing peoplewho workin it. Human Resource Management deals with issues related to compensation performancemanagement organisation development safety wellness benefits employee motivationtraining and others.
Your Company attaches significant importance to continuous up gradation of HumanResources for achieving the highest levels of efficiency customer satisfaction andgrowth. As part of the overall HR Strategy training programmes have been organized foremployees at various levels through both internal and external faculties during the yearunder review thereby strengthening employee engagement and learning. This has helped toensure that learning is not time bound and location bound at the same time employees haveaccess to the information.
A team of around 3000 passionate & motivated individuals drive Nandan DenimLimited. Your Company has taken various initiatives to engage the employees using digitaland technology platforms.
The industrial relations during the year under review continued to be cordial. TheDirectors place on record their sincere appreciation for the services rendered byemployees at all levels.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(2) and 5(3) of The Companies (Appointment and Remuneration ofManagerialPersonnel) Rules 2014 in respect of employees of the Company will be providedupon request. In terms of Section 136(1) of the Companies Act 2013 the Report andAccounts are being sent to the Members and others entitled thereto excluding theinformation on employees' particulars which is available for inspection by the Members atthe Registered Office of the Company during business hours on working days of the Companyup to the date of the ensuing Annual General Meeting. If any Member is interested inobtaining a copy thereof such Member may write to the Company Secretary in this regard.
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the (Appointment andRemuneration of Managerial Personnel) Rules 2014 are given as part of this report.
Details of the familiarization programme of the Independent Directors areavailable on the website of the Company;
The Code of practices and procedures for fair disclosure of unpublished pricesensitive information and code of conduct for prevention of insider trading have also beenuploaded on the Company's website;
The Company does not have any scheme or provision of money for the purchase ofits own shares by employees/ Directors or by trustees for the benefit of employees/Directors;
The Company has not issued equity shares with differential rights as todividend voting or otherwise.
INSIDER TRADING POLICY
As required under the Insider Trading Policy Regulations of SEBI and amendmentsthereto your Directors have framed Insider Trading Regulations and Code of InternalProcedures and Conducts for Regulating Monitoring and Reporting of Trading by Insider aswell as Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information. The same is also posted on the website of the Company athttps://nandandenim.com/policies/.
The Board meets at regular intervals to discuss and decide on the Company's policiesand strategies apart from other Board matters. The tentative dates of Board and CommitteeMeetings is decided and informed well in advance to facilitate the Directors to arrangetheir schedule and to ensure participation in the meetings.
During the financial year 2020-21 five board meetings were held on July 28 2020September 5 2020 November 13 2020 December 9 2020 and February 13 2021 respectively.The gap between two Board Meetings did not exceed 120 days (except the meetings held inFebruary 2020 and July 2020 for which relaxation was provided by MCA) and a meeting washeld in every quarter.
The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2020-21 are given in the Corporate Governance Report which formsa part of this Report. Further the Board of Directors also confirms compliance andadherence of the Secretarial Standard - 1 as issued by the Institute of CompanySecretaries of India and notified by the Ministry of Corporate Affairs with regards toBoard Meeting.
Your Company has six Committees of the Board namely:
Stakeholders' Relationship Committee
Nomination and Remuneration Committee
Corporate Social Responsibility Committee
Finance & Investment Committee
Details of all the Committees along with their compositionterms of reference andmeetings held during the year areprovided in detail in the Corporate GovernanceReport' which forms part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134 of the Companies Act 2013 (includingany statutorymodification(s) or re-enactment(s) thereof for the time being in force) the Directors ofthe Company confirmthat:
a. in the preparation of the annual accounts for the financial year ended March 312021 the applicable Accounting Standards and Schedule III of the Companies Act 2013have been followed and there are no material departures from the same;
b. the Directors have selected such accounting policies and applied them consistentlyand made judgements andestimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Companyas at March 31 2021 and of the Profit andLoss of the Company for the financial year ended March 31 2021;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d. the annual accounts have been prepared on a going concern' basis;
e. proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and operating effectively;and
f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems are adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis as stipulated as per Regulation 34(2)(e) of SEBI(Listing Obligations and Disclosures Requirement) Regulations 2015 is presented in aseparate section forming part of this Annual Report. It speaks about the overall industrystructure global and domestic economic scenarios developments in business operations /performance of the Company's business and other material developments during the financialyear 2020-21.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of loans guarantees given and investments under the provisions of Section 186of the Companies Act 2013 read with the Companies (Meetings of the Board and its Powers)Rules 2014 as on March 31 2021 are set out in Note 37(B) to the Financial Statementsof the Company.
Corporate Governance is the application of best management practices compliance of lawin true letter and spirit and adherence to ethical standards for Effective Management anddistribution of wealth and discharge of social responsibility for sustainable developmentof all stakeholders. Corporate governance is the system by which business corporations aredirected and controlled. The corporate governance structure specifies the distribution ofrights and responsibilities among different participants in the corporation such as theboard managers shareholders and spells out the rules and procedures for making decisionson corporate affairs. By doing this it also provides the structure through which theCompany objectives are set and the means of attaining those objectives and monitoringperformance. The concept of corporate governance hinges on total transparency integrityand accountability of the management and the Board of Directors.
The Company is committed to maintaining good standards of Corporate Governance andadhering to the Corporate Governance requirements as set out by Securities and ExchangeBoard of India (SEBI). Pursuant to Regulation 34 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 a separate section titled Report onCorporate Governance' has been included as part of this Report which also contains certaindisclosures required under the Companies Act 2013. The Certificate from the Auditors ofthe Company confirming compliance with the conditions of Corporate Governance asstipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015is also published in this Annual Report.
The paid up Equity Share Capital of the Company as on March 31 2021 was Rs. 48.05crores divided into 48049056 Equity Shares of Rs. 10 each fully paid. During the yearunder review the Company has not issued shares with differential voting rights nor hasgranted any stock options or sweat equity. As on March 31 2021 none of the Directors ofthe Company hold instruments convertible into equity shares of the Company.
The Company's equity shares are listed on the BSE Limited(BSE) and National StockExchange of India Limited (NSE).The shares are actively traded on BSE and NSE and havenever been suspended from trading.
The Company has in place an Audit Committee in terms of requirements of the Act readwith rules framed thereunder and Listing Regulations. The details relating to the AuditCommittee are given in the Corporate Governance Report forming part of this report. Therecommendations of Audit Committee were duly accepted by the Board of Directors.
In terms of Section 139 and other applicable provisions ifany of the Companies Act2013 read with the Companies(Audit and Auditors) Rules 2014 [including any statutorymodification(s) of re-enactment(s) thereof for the time being inforce] M/s Samir M. Shah& Associates Chartered Accountants Ahmedabad [Firm Registration No. 122377W] wereappointed as Statutory Auditors of the Company for a term of five consecutive years fromthe conclusion of the 23rd Annual General Meeting until the conclusion of 28th AnnualGeneral Meeting of the Company to be held in the calendar year 2022 subject to annualratification by members at every Annual General Meeting on such remuneration as maybedecided by the Audit Committee of the Board. However pursuant to Section 40 of theCompanies (Amendment) Act 2017 (i.e. Section 139 of the Companies Act 2013) which wasnotified w.e.f. 7th May 2018 ratification of appointment of Statutory Auditors by themembers at every AGM is no longer required. Accordingly ratification resolution is notbeing taken up at the ensuing Annual General Meeting of the Company.
The Statutory Auditors have confirmed their eligibility and qualifications requiredunder Section 139 141 and other applicable provisions of the Companies Act 2013 andRules issued thereunder (including any statutory modification(s) or re-enactment(s)thereof for the time being in force).
The Auditors' Report for the financial year ended March 31 2021 does not contain anyqualification reservation oradverse remark. As regards the comments made in the Auditors'Report the Board is of the opinion that they are selfexplanatory and does not requirefurther clarification.
In terms of Section 148 of the Companies Act 2013 read with Rule 8 of the Companies(Accounts) Rules 2014 (as amended) it is stated that the cost accounts and records aremade and maintained by the Company as specified by Central Government.
The Board of Directors of the Company on the recommendations made by the AuditCommittee at its meeting held on August 14 2021 have approved the appointment of M/s.A.G. Tulsian & Co. Cost Accountants Ahmedabad [Firm Registration No. 100629] as theCost Auditor of your Company for the financial year 202122 to conduct the audit of thecost records of your Company. The remuneration of Cost Auditors has been approved by theBoard of Directors on the recommendation of Audit Committee. The requisite resolutionforratification of remuneration of Cost Auditors by members of the Company has been set outin the Notice of ensuing Annual General Meeting. The Cost Auditors have certified thattheir appointment is within the limits of Section 141(3)(g) of the Companies Act 2013 andthat they are not disqualified from appointment within the meaning of the said Act.
Your Company has received consent from M/s. A.G. Tulsian & Co. Cost Accountantsto act as Cost Auditor for conducting audit of cost records for the financial year 2021-22along with a certificate confirming their independence and arm's length relationship.
M/s Jay Khatnani & Associates Company Secretaries Ahmedabad (Firm RegistrationNumber: S2018GJ620700) was appointed as Secretarial Auditor of the Company for thefinancial year 2020-21 pursuant to Section 204 of the Companies Act 2013. The SecretarialAudit Report submitted by them in the prescribed form MR- 3 is attached as "Annexure-E" to this Report.
Explanation to the observations of Secretarial Audit Report:
As prescribed under section 204(1) of the Act the Company has received the SecretarialAudit Report. The observations made therein and the corresponding explanations are givenbelow:
1. Few E-forms were filed with required late filing fees as per the provisions of theCompanies Act 2013
The Company has filed few e-forms after paying necessary statutory fees. However theCompany will ensure that forms are filed within time limit.
2. There was delay in filing under regulation 29(2) and (3) and non-compliance ofregulation 17(1) of SEBI (LODR) Regulations 2015. However the delay / non-compliancewith the regulations were complied by the Company and they have paid penalty for the same
The delayed filing and non-compliance was mainly due to nation-wide lockdown imposed byGovernment and reasons beyond control.
M/s Jay Khatnani & Associates Company Secretary have been appointed to conduct theSecretarial Audit of the Company for the financial year 2021-22. They have confirmed thatthey are eligible for the said appointment.
Auditors' Certificate on Corporate Governance
As required by SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015the Auditors' Certificate on Corporate Governance is enclosed as part of Board's Report.The Auditors' Certificate for fiscal 2021 does not contain any qualification reservationor adverse remark.
Details in respect of frauds reported by Auditors other than those which are reportableto the Central Government
The Statutory Auditors Cost Auditors or Secretarial Auditors of the Company have notreported any frauds to the Audit Committee or to the Board of Directors under Section143(12) of the Companies Act 2013 including rules made thereunder.
DISCLOSURE UNDER SCHEDULE V(F) OF THE SEBI (LODR) REGULATIONS 2015
The Company does not have any Unclaimed Shares issued inphysical form pursuant toPublic Issue / Rights Issue.
RELATED PARTY TRANSACTIONS
During the financial year 2020-21 your Company has entered into transactions withrelated parties as defined under section 2(76) of the Companies Act 2013 read withCompanies (Specification of Definitions Details) Rules 2014 all of which are in theordinary course of business and on arm's length basis and in accordance with theprovisions of the Companies Act 2013 read with the Rules issued thereunder and theListing Regulations. Details of related party transactions to be entered in the financialyear 2021-22 and 2022-23 have been placed for approval at the ensuing AGM.
All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval was granted by the Audit Committee for related partytransactions which are of repetitive nature entered in the ordinary course of businessand are on arm's length basis inaccordance with the provisions of Companies Act 2013 readwith the Rules issued thereunder and the Listing Regulations.
The details of the related party transactions as per Indian Accounting Standard are setout in Note 36 to the Financial Statements forming part of this report.
Form AOC - 2 pursuant to Section 134(3)(h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out as "Annexure G".
The Company's Policy on dealing with Related Party Transactions can be accessed on theCompany's website at https://nandandenim.com/policies/.
POLICIES OF THE COMPANY
The Company is committed to good corporate governance and has consistently maintainedits organizational culture as a remarkable confluence of high standards of professionalismand building shareholder equity with principles of fairness integrity and ethics. TheBoard of Directors of the Company have from time to time framed and approved variousPolicies as required by the Companies Act 2013 read with the Rules issued thereunder andthe Listing Regulations. These Policies and Codes are reviewed by the Board and areupdated as and when required.
Some of the key policies adopted by the Company are as follows:
|Name of Policy |
|1 Dividend Distribution Policy |
|2 Policy on Determination of materiality of events/ information |
|3 Code of Conduct for Board Members and SeniorManagement Personnel |
|4 Policy on Archival of Information |
|5 Code of Conduct for Employees |
|6 Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information |
|7 Code of Conduct to Regulate Monitor and Reporttrading by Insiders |
|8 Policy on Related Party Transactions |
|9 Whistle Blower Policy |
|10 Corporate Social Responsibility Policy |
|11 Nomination and Remuneration Policy |
|12 Sexual Harassment Policy |
The above mentioned policies and code are available on the website of the Company.
DETAILS OF INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosures.
Nandan Denim Limited has adopted accounting policies which are in line with theAccounting Standards prescribed in the Companies (Accounting Standards) Rules 2006 thatcontinue to apply under Section 133 and other applicable provisionsif any of theCompanies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014 and relevantprovisions of the Companies Act 1956 to the extent applicable. These are in accordancewith generally accepted accounting principles in India. Changes in policies if any areapproved by the Audit Committee in consultation with the Statutory Auditors.
The Company operates in SAP an ERP system and hasmany of its accounting records storedin an electronic formand backed up periodically. The ERP system is configured to ensurethat all transactions are integrated seamlessly with the underlying books of account. TheCompany has automated processes to ensure accurate and timely updation of various masterdata in the underlying ERP system.
The management periodically reviews the financial performance of your Company againstthe approved plans across various parameters and takes necessary action wherevernecessary.
For all amendments to Accounting Standards and the new standards notified the Companycarries out a detailed analysisand presents the impact on accounting policies of theGroup the impact on financial results including revised disclosuresto the AuditCommittee. The approach and changes in policies are also validated with the statutoryauditors. TheCompany takes steps to make these amendments as part of the underlying ERPsystems to the extent possible.
Your Company has a code of conduct applicable to all its employees along with a WhistleBlower Policy which requires employees to update accounting information accurately and ina timely manner. Any non - compliance noticed is to be reported and action upon in linewith the Whistle Blower Policy.
The Company gets its standalone accounts audited every quarter by its StatutoryAuditors.
The Company has a well-defined risk management framework in place. Further it hasestablished procedures to periodically place before the Board the risk assessment andmanagement measures. As such there are no risks which in the opinion ofthe Board threatenthe existence of the Company. However the details of the risks faced by the Company whichmay pose challenges and the mitigation thereof are discussed in detail in the ManagementDiscussion and Analysis Report that forms part of the Annual Report.
CODE OF CONDUCT
The Board of Directors has laid down a Code of Conduct applicable to the Board ofDirectors and Senior management which is available on Company's websitehttps://nandandenim.com/wp-content/uploads/2018/07/CodeofConductforPreventionofInsiderTrading_final.pdf All Board members and seniormanagement personnel have affirmed compliance with the Code of Conduct.
All properties and insurable interests of the Company including buildings plant &machinery and stocks have been adequately insured.
POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN ATWORKPLACE
The Company has in place a Policy on Prevention of Sexual Harassment at Workplace inline with the requirements ofthe Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 ("Prevention of Sexual Harassment of Women atWorkplace Act") and Rules framed thereunder and an Internal Complaints Committee(ICC) hasalso been set up to redress complaints received regarding sexual harassment atthree places i.e. Corporate Office Piplej Plant and Bareja Plant.
The Company believes in zero tolerance towards Sexual Harassment at workplace andmaintains itself as a safe and non - discriminatory organization. The ICC members havebeen trained in handling and resolving complaints and also meet at regular intervals.
During the financial year 2020-21 no cases in the nature of sexual harassment werereported at any workplace of Nandan Denim Limited.
CORPORATE SOCIAL RESPONSIBILITY
During the financial year ended March 31 2021 the Company incurred CSR expenditure ofRs. 57.00 lakh (Rupees Fifty Seven Lakh Only). The CSR initiatives of theCompany is mainlyunder the thrust area of education. The Company recognizes its obligations to actresponsibly ethically and with integrity in its dealings with employees communitycustomers and the environment as a whole. We know that corporate responsibility isessential to our current and future success as a business. The Company believes it has thegreatest opportunity to drive values through CSR initiatives in areas pertaining to Healthand Education and is committed to improving the quality of life in communities. TheCompany had provided an amount of Rs. 57.00 lakh to a registered trust for educationalactivities.
The Company's CSR Policy statement and Annual Report on the CSR activities undertakenduring the financial year ended March 31 2021 in accordance with section 135 oftheCompanies Act 2013 and Companies (Corporate Social Responsibility Policy) Rules 2014(including any statutorymodification(s) or re-enactment(s) thereof for the time being inforce) is set out in "Annexure C" to this Report.
EXTRACT OF ANNUAL RETURN
The Annual Return of the Company as on March 31 2021 in Form MGT - 7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the website of the Company.
During the year under review the Company has not accepted any deposits within themeaning of section 73 and 74 of the Act read with the Companies (Acceptance of Deposits)Rules 2014 [including any statutory modification(s) or re- enactment(s) thereof for thetime being in force] and Chapter V of the Companies Act 2013.
DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM VIGILMECHANISM
The Company has in place an Audit Committee in terms of requirements of the applicableprovisions of the Companies Act 2013 Rules made there under and Listing (Obligations andDisclosure Requirements) Regulations 2015.The details of the composition of the AuditCommittee terms of reference and meetings held are provided in the Corporate GovernanceReport which forms part of this Report.
The Company has a robust vigil mechanism through its Whistle Blower Policy approved andadopted by Board of Directors of theCompany in compliance with the provisions of Section177 (10) of the Act and Regulation 22 of the Listing Regulations.
The Company has developed an in-house system which can be used to inter alia reportany instances of financial irregularities breach of code of conduct abuse ofauthoritydisclosure of financial / price sensitive informationunethical / unfair actionsconcerning company vendors /suppliers mala- fide manipulation of Company recordsdiscrimination to the Code of Conduct in an anonymous manner.
The Policy also provides protection to the employees and business associates who reportunethical practices and irregularities. Any incidents that are reported are investigatedand suitable action is taken in line with the Whistle Blower Policy. The Whistle BlowerPolicy of the Company can be accessed at website of the Company at www.nandandenim.com.
MATERIAL CHANGES AND COMMITMENTS
Material changes and commitments affecting the financial position of the Companybetween the beginning of financial year and date of this report are given below:
A Fire had broken out on 8th August 2020 in Spinning section at the factory located atPiplej Ahmedabad. The property plant and equipment destroyed by Fire had an estimatedcarrying value of Rs. 16.62 cr. A large number of inventory / finished goods (Rs. 2.20cr.) were gutted in the fire. However no casualties were reported.
Global Pandemic (COVID-19):
The outbreak of Corona Virus (COVID-19) pandemic globally and in India is causingsignificant disturbance and slowdown of economic activity. Nandan Denim Limited (NDL) hasbeen monitoring the COVID-19 outbreak since last year and had invoked its Risk ManagementFramework quite early to minimize the impact on its business and stakeholders. The WorldHealth Organization (WHO) declared coronavirus a pandemic due to widespread of theoutbreak. The situation arising out of this outbreak is unprecedented and dynamic. NDL hasa well-defined policy in place keeping in view safety & health of employees andbusiness commitments.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status of the Company and its operations infuture.
Following statements/reports/certificates are set out as Annexures to the Directors'Report:
Energy Conservation Technology Absorption and Foreign Exchange Earnings &Outgo
Certification pertaining to Disqualification of Director.
Details of CSR activities and spends under Section 135 ofthe Companies Act2013.
Secretarial Audit Report pursuant to Section 204 of the Companies Act 2013.
Annual Secretarial Compliance Report
Information as per Section 197
Form AOC - 2
The Board of Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during the year. Further the Board sincerely conveys itsappreciation for its customers shareholders suppliers as well as vendors bankersbusiness associates regulatory and government authorities for their continued support.
|For and on behalf of the Board of Directors || |
|Vedprakash Chiripal ||Jyotiprasad Chiripal |
|Chairman ||Managing Director |
|(DIN: 00290454) ||(DIN: 00155695) |
|Place: Ahmedabad || |
|Date: August 14 2021 || |