Your Board takes pleasure in presenting the 25th Annual Report together withthe Audited Statement of Annual Accounts for the financial year ended 31stMarch 2020.
The financial highlights for the period under review are as follows:
|Particulars ||31.03.2020 ||31.03.2019 ||31.03.2018 |
|Revenue from Operations ||121692.23 ||225503.87 ||119945.92 |
|Other Income ||- ||74.96 ||201.15 |
|Total Income ||121692.23 ||225578.82 ||120147.07 |
|Less: Expenses ||121442.72 ||221672.25 ||118429.70 |
|Profit /loss before Tax ||249.51 ||3906.57 ||1717.37 |
|Less: Tax Expenses (a) Current Tax ||151.03 ||1050.22 ||(511.49) |
|Tax for earlier years ||- ||-4.51 ||- |
|Deferred Tax income ||-84.03 ||-46.99 ||41.31 |
|Profit /loss for the year ||182.51 ||2907.85 ||1247.19 |
Financial statements have been prepared in accordance with Indian Accounting Standards(Ind AS) as per the Companies (Indian Accounting Standards) Rules 2015 notified underSection 133 of Companies Act (Act) and other relevant provisions of the Act read with theCompanies (Indian Accounting Standards) Rules as amended from time to time.
The overall performance for the financial year ended 31st March 2020 was satisfactory.The profits of company earned during the year was amounted to Rs. 182.51/-. However yourDirectors are confident that the company will do much better in future and trying itslevel best to further improve its performance.
The Board of Directors of our company has decided not to transfer any amount to theReserves for the year under review.
No dividend on equity shares has been recommended by the Board for the year ended 31stMarch2020 considering the future plans of the Company.
CHANGE IN THE NATURE OF BUSINESS IF ANY
During the year under review there was no change in the nature of the business of theCompany.
MATERIAL CHANGES AND COMMITMENT
No material changes and commitments occurred which may affect the financial positionof the Company between the end of the financial year of the Company to which thefinancial statements relate and the date of the report.
(A) Authorised Share Capital
The Authorized Share Capital of the Company is Rs. 35000000/-(Rupees Three CroreFifty Lakhs) comprising 3500000(Thirty Five Lakhs) Equity Shares of Rs. 10/- (RupeesTen) each.
(B) Issued Subscribed and Paid -Up Share Capital
The issued subscribed and paid up equity share capital of the Company is Rs.21962300/- (Rupees Two Crore Nineteen Lakhs Sixty Two Thousand Three Hundred)consisting of 2196230/- (Twenty One Lakhs Ninety Six Thousands Two Hundred Thirty)Equity Shares of Rs. 10 (Rupees Ten) each. During the year there has been no change inthe issued subscribed and Paid-up Share Capital of the company.
SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES AND THEIR PERFORMANCE AND FINANCIALPOSITION
The Company does not have any Subsidiaries Joint Ventures and Associate Companies.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
(a) Board of Directors:
In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Articles of Association Mr. Gurucharan Lal Makkad (DIN:01689768) Whole timeDirector retire by rotation at the ensuing Annual General Meeting and being eligibleoffer themselves for re appointment. The Board recommends their re-appointment forconsideration of the Members of the Company at the ensuing Annual General Meeting.
As per the provisions of Section 196 197 198 and Section 203 of the Companies Act2013 with subject to the approval of Shareholders in the ensuring Annual General Meetingre-appointment of Mr. Sandeep Makkad (DIN: 01112423) as a Managing Director of the Companyfor a second term of five consecutive years with effect from April 1 2020.
As per the provisions of Section 196 197 198 and Section 203 of the Companies Act2013 with subject to the approval of Shareholders in the ensuring Annual General Meetingre-appointment of Mrs. Meetu Makkad (DIN: 01689785) as a Whole Time Director of theCompany for a second term of five consecutive years with effect from August 1 2020.
(b) Key Managerial Personnel (KMP):
During the period there were no changes took place in the composition of the KeyManagerial Personnel.
Mrs. Manisha Goswami has been appointed as Company Secretary and Compliance officer ofthe Company w.e.f. 1st November 2020 pursuant to Section 203 of the CompaniesAct 2013 and Regulation 6 under Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2018.
(c) Board Evaluation
Pursuant to the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board ofDirectors has carried out an annual evaluation of its own performance Board Committeesand of individual directors.
The evaluation process focused on various aspects of the board and is committees suchas the size structure composition and expertise of the board frequency of meetingseffective discharge of functions and duties by Board and Committee prescribed under thelaw and as per terms of reference in case of the committees ensuring the integrity ofthe company's accounting and financial reporting systems independent audit internalaudit and risk management systems (for Board and Audit Committee) working in theinterests of all the stakeholders of the company and such other factors.
The performance of the board and committees was evaluated by the board after seekinginputs from all the directors.
(d) Independent Directors' Declaration
As required under Section 149(7) of the Companies Act 2013 read with Schedule IV ofCompanies Act 2013 the Company has received a confirmation/declaration from each of theIndependent Directors stating that they meet the criteria of independence. The followingNon-Executive Directors of the Company are independent in terms of Section 149(6) of theCompanies Act 2013 and the Listing Regulations:
1. Mr. Sunil Grover
2. Mrs. Rishita Sethi
3. Mrs. Sudesh Katyal
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the financial year 2019-20 Five (5) Board Meetings were convened and held as on29.05.2019 13.08.2019 14.11.2019 01.01.2020 and 28.01.2020. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013 and the SEBI(LODR) Regulations 2015.
CONSTITUTION OF AUDIT COMMITTEE [Section 177 of the Companies Act 2013 andCompanies (Meetings of Board and its Powers Rules 2014)1
The primary objective of the Committee is to ensure accurate and timely disclosureswith the highest levels of transparency integrity and quality of financial reporting. TheCommittee met four times during the year. As of the date of this report the Committee iscomprised of three directors namelyMr. Sunil Grover (Chairman) Mrs. Rishita Sethi andMrs. Sudesh Katyal (Members) of the Company.
During the financial year 2019-20 Four (4) meetings of the Audit Committee were heldas detailed herein below. The gap between two meetings did not exceed four /months.
The details of the meetings held and the attendance thereat of the Members of the AuditCommittee are as detailed here in below:
| ||ATTENDANCE |
|Date of meeting ||Mr. Sunil Grover ||Mrs. RishitaSethi ||Mrs. SudeshKatyal |
|29.05.2019 || || || |
|13.08.2019 || || || |
|14.11.2019 || || || |
|28.01.2020 || || || |
NOMINATION AND REMUNERATION COMMITTEE [Section 178 of the Companies Act 2013 andCompanies (Meetings of Board and its Powers Rules 2014]
Nomination and Remuneration Committee of the Board has been constituted as per section178 of the Companies Act 2013 and Rule 6 of the Companies (Meetings of Board and itsPowers) Rules 2014. The Nomination and Remuneration Committee shall determinequalifications positive attributes and independence of a director and recommend to theBoard a policy relating to the remuneration of the directors Key Managerial Personnel andother employees.
As of the date of this report the Committee is comprised of three directors namely Mr.Sunil Grover (Chairman) Mrs. Rishita Sethi and Mrs. Sudesh Katyal (Members) of theCommittee.
During the financial year 2019-20 the Committee met twice. The details of the meetingsheld and the attendance there at of the Members of the Nomination and RemunerationCommittee are as detailed herein below:
| ||ATTENDANCE |
|Date of meeting ||Mr. Sunil Grover ||Mrs. RishitaSethi ||Mrs. SudeshKatyal |
|13.08.2019 || || || |
|14.11.2019 || || || |
STAKEHOLDER RELATIONSHIP COMMITTEE [Section 178 of the Companies Act 2013 andCompanies (Meetings of Board and its Powers Rules 2014]
The composition of the Stakeholders Relationship Committee (SRC) is in line with theSection 178 of the Act read with Regulation 20 of LODR.
As of the date of this report the Committee is comprised of three directors namelyMrs. Sudesh Katyal (Chairman) Mrs. Rishita Sethi and Mr. Sunil Grover (Members) of theCommittee.
It looks after the stakeholders grievances and redressal of investors' complaintsrelated to transfer of shares non receipt of balance sheet non receipt of dividend etc.
During the financial year 2019-20 the Committee has met once in the year. The detailsof the meeting held and attendance there at of the Members of the Stakeholders'Relationship Committee are as detailed herein below:
| ||ATTENDANCE |
|Date of meeting ||Mrs. Sudesh Katyal ||Mrs. Rishita Sethi ||Mr. Sunil Grover |
|28.01.2020 || || || |
MEETING OF INDEPENDENT DIRECTORS
As required under Clause VII of Schedule IV of Companies Act 2013 read with Regulation25(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015the Independent directors of the Company shall hold at least one meeting in a year withoutthe attendance of non Independent Directors and members of management. Accordingly aseparate meeting of Independent directors was held on Tuesday January 28 2020 inter aliato discuss and review the performance of Non-Independent Directors and the board as awhole: review the performance and to assess the quality quantity and timeliness of flowof information. The Independent Directors have handed over the proceedings of the meetingto the Managing Director of the Company.
PARTICULARS OF EMPLOYEES
Information in accordance with the provisions of Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 regarding employees is given in "Annexure-1".
DIRECTORS' RESPONSIBILITY STATEMENT
The Directors confirm that in the preparation of the Annual Accounts of the Company forthe year ended 31st March 2020 that:
i. In the preparation of the accounts the applicable accounting standards have beenfollowed with proper explanation relating to material departures
ii. the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year ended 31stMarch 2020 and of the profit of the Company for that year;
iii. the Directors had taken proper and sufficient care was taken for the maintenanceof adequate accounting records in accordance with the provisions of the Companies Act2013 for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities
iv. the Directors have prepared the Annual Accounts on a "going concern"basis.
v. the directors being a Listed Company had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.; and
vi. the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has put in place necessary internal financial controls which are adequateand are operating effectively. The controls are adequate for ensuring the orderly andefficient conduct ofthe business completeness of accounting records and timelypreparation of reliable financial information besides adherence to the Company'spolicies safeguarding of assets prevention anddetection of frauds and errors accuracyetc.
DETAILS OF FRAUD REPORTED BY AUDITORS
No fraud has been noticed or reported by the Auditors including cost auditor andsecretarial auditor of the Company as per Section 134 (3) (ca) of the Companies Act 2013read with Companies (Amendment) Act 2015.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
During the year under review the Company has not given loan Guarantees or investedunder Section 186 of the Companies Act 2013 read with Companies (Meetings of Board andits Powers) Rules 2014.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
Related party transactions entered during the period under review are disclosed in theFinancial Statements of the company for the financial year ended March 31 2020. Thesetransactions entered were at an arm's length basis and in the ordinary course of business.There were no materially significant related party transactions with the Company'sPromoters Directors Management or their relatives which could have had a potentialconflict with the interests of the Company.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In pursuance to section 134 of the Companies Act 2013 comments are required inrelation to Conservation of Energy Technology Absorption as the company is engaged inmanufacturing activities.
The details forming part of the extract of Conservation of Energy TechnologyAbsorption is annexed herewith as "Annexure 2".
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
Your directors confirm that no significant and/or material order(s) had been passedagainst the Company during the financial year 2019-20 which may adversely impact thestatus of ongoing concern and operations in future of the Company.
We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies. All our corporate governance policies are available on ourwebsite www.newlightapparels.com
The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to its Code of Conduct and Ethics key polices thathave been adopted by the company are as follows:
|S. No. Name of the Policy ||Brief Description |
|1. Whistle blower Policy (Policy on Vigil Mechanism) [Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] ||Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013 read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015 the Company has adopted a Whistle Blower Policy which provides for a vigil mechanism that encourages and supports its Directors and employees to report instances of unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. |
| ||It also provides for adequate safeguards against victimisation of persons who use this mechanism and direct access to the Chairman of the Audit Committee in exceptional cases. |
|2. Nomination Remuneration & Evaluation policy [Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] ||The Board has on the recommendation of the Nomination & Remuneration Committee framed a Nomination Remuneration & Evaluation Policy which inter-alia lays down the criteria for identifying the persons who are qualified to be appointed as Directors and/or Senior Management Personnel of the Company along with the criteria for determination of qualifications positive attributes independence of a director and remuneration of Directors KMPs and other employees and their evaluation and includes other matters as prescribed under the provisions of Section178 of Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015. The same is attached in the report as "Annexure 3". |
|3. Prevention Prohibition & Redressal of Sexual Harassment of Women At Workplace ||The Company has in place a Policy on Prevention Prohibition & Redressal of Sexual Harassment of Women at Workplace. The primary objective of the said Policy is to protect the women employees from sexual harassment at the place of work and also provides for punishment in case of false and malicious representations. During the year the Company has not received any compliant of sexual harassment. |
|4. Risk Management Policy ||Your Company has formulated and adopted a Risk Management Policy. The Board of Directors is overall responsible for identifying evaluating and managing all significant risks faced by the Company. The Risk Management Policy approved by the Board acts as an overarching statement of intent and establishes the guiding principles by which key risks are managed across the organisation. |
|5. Related Party Transaction Policy [Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] ||Related Party Transaction Policy as formulated by the Company defines the materiality of related party transactions and lays down the procedures of dealing with Related Party Transactions. |
|6. Insider Trading Policy ||The Policy provides the framework in dealing with securities of the company. |
|7. Document Retention and Archival Policy ||Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listing entity shall formulate a policy for preservation of documents and Regulation 30(8) of the |
|[Regulation 9 of SEBI (Listing Obligations and Disclosure Requirements) Regulation 2015] ||Regulations is also required to have an archival policy on archiving all information disclosed to stock exchange(s) and the same being hosted on the Company's website. |
|8. Materiality Disclosure Policy [Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015] ||Pursuant to SEBI (LODR) Regulations 2015 it mandates that every listed entity shall make disclosure of any events or information which in the opinion of the Board of Directors of the listed company is material and the same being hosted on the Company's website. |
Statutory Auditor and their report
The auditor M/s Rajan Malik & Co. Chartered Accountants Statutory Auditors wasappointed in the 24th AGM to hold office for a period of five years from theconclusion of 24th AGM till the conclusion of the 29th AGM.
There are no qualifications or adverse remarks in the Auditor's Report which requireany clarification/explanation. The notes on financial statements are statements areself-explanatory and needs no further explanation.
Secretarial Auditor and report
As required under section 204 of the Act 2013 and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Company is required to appoint aSecretarial Auditor for auditing secretarial and related records of the Company.
Accordingly M/s Parveen Rastogi & Co. Practicing Company Secretaries wasappointed as Secretarial Auditor for carrying out the secretarial audit of the Company forthe Financial Year 2019-20. The secretarial audit report for the financial year ended 31stMarch 2020 is annexed with the Board's report as "Annexure 4".
M/s Amit Rustogi & Co. Cost Accountant having its office at IB/ Delhi wasappointed as Internal Auditor of the Company for the F.Y. 2020-21 according to Section 138of the Companies Act read with Companies (Accounts) Rules 2014 to carry out the rolesand responsibilities during the current financial year which are as follows:
Evaluated and provided reasonable assurance that risk management control andgovernance systems are functioning as intended and will enable the organization'sobjectives and goals to be met.
Reported risk management issues and internal controls deficiencies identifieddirectly to the audit committee and provided recommendations for improving theorganization's operations in terms of both efficient and effective performance.
Evaluated information security and associated risk exposures.
Evaluated regulatory compliance program with consultation from legal counsel.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The notes on account referred to in Auditor's Report are self-explanatory andtherefore do not call for any further comments under Section 134 of the Companies Act2013 read with the Companies (Accounts) Rules 2014.
The secretarial Audit Report does not contain/ contains any qualification reservationsor other remarks.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has comply with all the applicable mandatory Secretarial Standards issuedby the Institute of Company Secretaries of India and approved by the Central Governmentunder Section 118(10) of the Companies Act 2013.
EXTRACT OF THE ANNUAL RETURN
The extract of the annual return i.e. Form MGT - 9 as prescribed under sub-section (3)of section 92 of the Companies Act 2013 read with Rule No 12 of Companies (Management andAdministration) Rues 2014 shall form part of the Board's report and are attachedherewith as "Annexure-5" to this report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company does not fall under the criteria as laid down under Section 135 of theCompanies Act 2013 read with Companies (Corporate Social Responsibility Policy) Rules2014 therefore there was no requirement to constitute and formulate a committee underCorporate Social Responsibility.
The equity shares of your Company are listed with the BSE Limited.
(Annual Listing Fee for the Financial Year 2020-21 has not been paid yet by the companyto the above Stock Exchange)
DEMATERAILIZATION OF SHARES
The shares of your company are being traded in electronic form and the Company hasestablished connectivity with Central Depository Services (India) Limited (CDSL) andNational Securities Depository Limited (NSDL). In view of the numerous advantages offeredby the Depository system Members are requested to avail the facility to dematerializationof shares either of the Depositories as aforesaid.
MANAGEMENT DISCUSSIONS AND ANALYSIS REPORT
As per Regulation 34 and Schedule V of the SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015 the Management Discussion and Analysis report is appendedherein. The said report is part of the annual report as "Annexure-6".
The Company is not required to mandatorily comply with the provision of Regulation 17to Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015(Listing Regulations 2015) as its equity share capital is less than Rs.10 Crore andNet Worth is not exceeding Rs. 25 crores as on the last day of the previous financialyear.
MANAGING DIRECTOR/ CHIEF FINANCIAL OFFICER CERTIFICATE
In terms of the requirement of the Regulation 17(8) of the SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 the certificate from Managing Directorand Chief Financial Officer had been obtained and is attached in the said annual report as"Annexure-7"
SHARE TRANSFER SYSTEM
The Stakeholders Relationship Committee has authorized the Company Secretary of thecompany to approve the transfer of shares within a period of 15 days from the date ofreceipt in case the documents are completed in all respects. Shares under objection arereturned within two weeks. All request for dematerialization of shares are processed iffound in order and confirmation is given to the respective depositories that is NationalSecurities Depositaries Ltd (NSDL) and Central Depositories Services Ltd (CDSL) within 15days.
CODE FOR PROHIBITION OF INSIDER TRADING PRACTICES
In compliance of the provisions of SEBI (Prohibition of Insider Trading) Regulations2015 the Company has formulated "Code of Practices and Procedures for FairDisclosure of Unpublished Price Sensitive Information" and "Code of Conduct toRegulate Monitor and Report Trading by Insiders". "Code of Practices andProcedures for Fair Disclosure of Unpublished Price Sensitive Information" prescribesthe framework for fair disclosure of events and occurrences that could impact pricediscovery in the market for securities of the Company and "Code of Conduct toRegulate Monitor and Report Trading by Insiders" has been formulated to regulatemonitor and report trading by employees and other connected persons of the Company.
CODE OF CONDUCT FOR THE BOARD OF DIRECTORS AND THE SENIOR MANAGEMENT PERSONNEL
The Board of Directors has approved a Code of Conduct which is applicable to themembers of the Board and all employees in the course of day to day business operations ofthe Company. The Code lays down the standard procedure of business conduct which isexpected to be followed by the Directors and the designated employees in their businessdealings and in particular on matters relating to integrity in the work place in businesspractices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code. All Management personnel arebeing provided appropriate training in this regard.
Electronic copies of the Annual Report 2019-20 and the Notice of the 25th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/Depository Participant(s). For members who have not registered their emailaddresses physical copies are sent in the permitted mode.
The Company would like to thank all of its Stakeholders including inter aliaSuppliers vendors Investors and Bankers and appreciation to all its customers for theirconsistent abiding support throughout the year. Your Company also records itsappreciation of the contributions made by employees at all levels. Their commitmentcooperation and support are indeed the backbone of all endeavours of the Company.