Dear Members Oxford Industries Ltd.
Your Directors present the 41st Annual Report of your company along with AuditedFinancial Statements for the year ended on 31st March 2022.
1. FINANCIAL HIGHLIGHTS:
| ||2021-22 ||2020-21 |
| ||(Rupees in lacs) ||(Rupees in lacs) |
|(i) Profit / (Loss) before Interest Depreciation and Taxation and ||(6.61) ||(9.96) |
|Exceptional Items || || |
|(ii) Less: Finance/Interest Charges ||- ||- |
|(iii) Profit / (Loss) before Depreciation Tax and Exceptional items ||(6.61) ||(9.96) |
|(iv) Depreciation ||- ||- |
|(v) Exceptional Items ||1110.49 ||1130.49 |
|(vi) Net Profit/ (Loss) before Tax ||1103.88 ||1120.53 |
|Provision for Taxation : || || |
|Current Tax ||- ||- |
|Earlier Tax ||- ||- |
|(vii) Deferred Tax -Net ||- ||- |
|(viii) Net Profit/ (Loss) after Tax ||1103.88 ||1120.53 |
|(ix) Prior Years Adjustments ||- ||- |
|(x) Other comprehensive income/(loss) ||- ||- |
|(xi) Net Profit / (Loss) ||1103.88 ||1120.53 |
|(xii) Balance Profit / (Loss) brought forward ||(2403.81) ||(3524.34) |
|(xiii) Balance Profit / (Loss) carried forward ||(1299.93) ||(2403.81) |
2. YEAR IN RESTROSPECT/OPERATIONS:
As already reported Indian Bank (Lead Bank) had auctioned both the facilities of thecompany i.e. weaving unit and process house at GIDC Ankleshwar under The Securitisationand Reconstruction of Financial Assets and Enforcement of Security Interest Act 2002(SARFAESI Act) in February 2012. Due to this reason there was no income fromoperations/sales during the year under review also and the loss before exceptional itemswas Rs. 6.61 lacs. During the year under review remaining three lenders namely IndianBank ARCIL and South Indian Bank accepted One Time Settlement (OTS) and the companyreceived No Dues Certificate from them. Accordingly the balances lying in their accountsafter OTS payments have been written back/off and shown as Exceptional items and there wasnet profit of Rs. 1103.88 lacs (after exceptional items) during the year under review.
3. ONE TIME SETTLEMENT (OTS) WITH LENDERS AND DRT CASE:
As already reported the company has completed One Time Settlement (OTS) with all fivelenders and has received No Dues Certificates from them. The recovery case filed by IndianBank Consortium under application No.24 of 2011 before Debt Recovery Tribunal (DRT) No.2Mumbai has now been withdrawn as approved by DRT Mumbai-2 in order dated 18th May 2022.
4. REVIVAL OF OPERATIONS:
Since the company has completed settlement with all the lenders and the DRT case hasnow been withdrawn the Board has decided that the company should revive the operations.Necessary steps will be taken in this direction.
Your directors regret their inability to recommend any dividend for the year.
6. INDUSTRIAL RELATIONS:
The company always believes in cordial relationship with the employees and considersthem as most valuable assets for the any organization.
7. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO:
Information as per Section 134(3)(m) of the Companies Act 2013 read with rules 8(3)of the Companies (Accounts) Rules 2014 : The Company has no manufacturing facility and noincome from operations/sales during the year.
There was no Foreign Exchange Earning and Outgo during the year.
8. REMUNERATION TO DIRECTORS / KEY MANAGERIAL PERSONNEL/ EMPLOYEES:
As required under the provisions of Section 197 of the Companies Act 2013 read withrule 5 the companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 noremuneration has been paid to any director/ managerial personnel/ employee of the Companyduring the year and thus disclosure in form Annexure-IV is not annexed.
9. FIXED DEPOSITS:
During the year the Company has not invited/accepted any deposits under Chapter V ofthe Companies Act 2013 and there are none outstanding on March 31 2022.
10. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:
The Company has no Subsidiary Joint Venture or Associate Company.
11. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS;
The company has not granted any loan or issued any guarantee or made any investment towhich the provisions of Section 186 of Companies Act 2013 apply.
12. RELATED PARTY TRANSACTIONS:
All transactions entered with Related Parties were on arm's length basis and in theordinary course of business. There were no transaction with the related parties during thefinancial year which were in conflict with the interest of the Company. All the relatedparty transactions are mentioned in the notes to accounts. All Related Party Transactionsare placed before the Board for Approval.
Mr. Mazher N. Laila (DIN: 00037046) Director of the company retires by rotation atensuing Annual General Meeting and being eligible offers himself for appointment asDirector of the Company in terms of provisions of Companies Act 2013. Your Boardrecommends his Re-appointment.
The details as required under SEBI (Listing obligation & Disclosure requirement)Regulations 2015 with regard to Directorship and Membership of Committee etc. areannexed with the notice.
There has been no Woman Director on Board during financial year 2021-22 also. Themanagement has been trying for appointment of Woman Director but nobody has consented tojoin the Board looking to the prevailing condition of the company.
14. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of section 134(3) of the Companies Act 2013 with respectto Directors' Responsibility statement it is hereby confirmed that:
(i) in preparation of the annual accounts the applicable Indian Accounting Standardshave been followed and that there are no material departures from the same.
(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 as at March 31 2022 and of the profit ofthe Company for the year ended on that date.
(iii) the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013and for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities.
(iv) the directors have prepared the annual accounts of the Company on a Going ConcernAssumption basis.
(v) the internal financial controls have been laid down by the company and suchcontrols are adequate and operating effectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems were adequate and operating effectively.
15. STATUTORY AUDITORS :
M/s. R A N K & Associates (Firm Regn. No. 105589W) Chartered Accountants Mumbaiare proposed to be appointed as Statutory Auditors of the company. They being eligibleoffer themselves for appointment. The Board recommends their appointment. They will holdoffice from the conclusion of this Annual General Meeting till the conclusion of 46thAnnual General Meeting. The Company has received certificate from the Auditors to theeffect that their appointment if made would be within prescribed limits u/s 141 (3) (g)of the Companies Act 2013 and that they are not disqualified for appointment.
16. AUDITOR'S OBSERVATIONS:
Clarifications / explanations on the observations made by the auditor's in the auditReport are as follows: Huge losses and deficit in current assets have been due to very lowutilization of production facilities during the past which in turn was on account ofpaucity of working capital. The company has completed settlement with all the lenders andthe DRT case has now been withdrawn the Board has decided that the company should revivethe operations. Necessary steps will be taken in this direction. The annual accounts ofthe company have been prepared on a Going Concern Assumption basis. Further the companyhas not been operational therefore Internal Auditor has not been appointed by the Company.
Since the notes to the accounts as referred in the auditors' report are selfexplanatory for all other observations of the auditors no further clarifications arerequired from the management.
SECRETARIAL AUDIT: The Company has not been operational and hence it is verydifficult to find a suitable Company Secretary as well as Chief Financial Officer. The CMDhas been acting as Compliance Officer of the Company. Further since the company has notbeen operational therefore Internal Auditor has not been appointed by the Company. Themanagement has been trying for appointment of Women Director but nobody has consented tojoin the Board looking to the prevailing condition of the company. The company has notdeveloped a Website due to no operations.
17. COST AUDIT:
During the year the company was not having any manufacturing facilities. Both thefacilities of the company i.e. weaving unit and process house at GIDC Ankleshwar wereauctioned by Indian Bank (lead Bank) under SARFAESI Act in February 2012 and henceprovisions for Cost Audit are not applicable to the Company for the year under review.
18. SECRETARIAL AUDIT:
In Pursuance of Section 204 of the Companies Act 2013 Shri Mohd Akram (COP No. 9411)a practicing Company Secretary has submitted the Secretarial Audit Report for the yearended 31st March 2022 and the same is annexed and forms part of the Director's report.
19. CORPORATE GOVERNANCE:
Regulations 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 as regards the compliance of corporate governance are not applicable tothe company since the paid up equity share capital of the company is not exceeding RupeesTen Crore and net worth is not exceeding Rupees Twenty Five Crore. A Certificate from thestatutory auditors is annexed.
20. CORPORATE SOCIAL RESPONSIBILITY(CSR):
The company is not covered under the Companies (Corporate Social Responsibility) Rules2013. The Board of Directors have constituted a Corporate Social Responsibility (CSR)committee comprising of Shri Abdemanaf A. Hararwala Independent Director as chairman andShri Mazher. N. Laila and Shri Huned Harawala as members. The committee did not meetduring the year.
21. VIGIL MECHANISM:
The Company has established a Vigil Mechanism that enables the Directors and Employeesto report genuine concerns. The Vigil Mechanism provides for (a) adequate safeguardsagainst victimization of persons who use the Vigil Mechanism; and (b) direct access to theChairperson of the Audit Committee of the Board of Directors of the Company in appropriateor exceptional cases.
22. EXTRACT OF ANNUAL RETURN:
The extract of Annual Return in format MGT -9 is annexed with this report.
23. PERFORMANCE EVALUATION:
The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors as per SEBI(ListingObligation&Disclosure Requirements) Regulations 2015 & provisions of CompaniesAct 2013. The evaluation of all the Directors Committees and the Board as a whole wasconducted based on the criteria and framework adopted by the Board.
24. MANAGEMENT DISCUSSIONS AND ANALYSIS;
The Management Discussions and Analysis Report forms part of this report for the yearended 31st March 2022 and annexed thereto.
25. LISTING WITH STOCK EXCHANGE:
The shares of the company are listed on BSE Ltd. (Bombay Stock Exchange Ltd.) underStock Code No. 514414 and ISIN No. INE 114D01015. The annual listing fees for thefinancial year 2022-23 has been paid to BSE Ltd. The shares of the company continued to besuspended on BSE during the year under review also due to Non Revival of operation.
26. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:
The company has not declared any dividend after the financial year ended 31/3/2000.Hence the company did not have any funds lying unpaid/ unclaimed for a period of Sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation And Protection Fund (IEPF).
27. OTHER MATTERS:
The company has set up a committee to look into the complaints under the SexualHarassment of woman at Workplace (Prevention Prohibition and Redressal) Act 2013.
(a) Number of complaints filed during the financial year - NIL.
(b) Number of complaints disposed of during the financial year - NIL.
(c) Number of complaints pending as on end of the financial year - NIL.
(b) Number of complaints disposed of during the financial year - NIL.
(c) Number of complaints pending as on end of the financial year - NIL.
- The company has an internal control system commensurate with its size of prevailingoperations.
- There are no changes and commitments affecting the financial position of the companyoccurred between the end of the financial year 2022 to which the financial statementsrelate and the date of the report except that the DRT case filed by Indian Bank Consortiumhas been withdrawn as approved by DRT -2 Mumbai on 18th May2022.
- There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status of the company.
- There was no employee in the company on 31st March 2022
- No shares (including sweat equity shares) have been allotted under any scheme save orESOS.
- Commodity price risk or foreign exchange risks and hedging activities: - NIL.
Total exposure to commodities - NIL.
Exposure to various commodities - NIL.
Commodity risks faced during the year and how they have been managed - Not Applicable.
- The information relating to Board of Directors and Shareholders are annexed inAnnexure A' with this report.
- No application has been made under the Insolvency and Bankruptcy Code. Therequirement to disclose the details of application made or any proceeding pending underthe Insolvency and Bankruptcy Code2016 during the year along with status as at the end ofthe financial year is not applicable.
- The requirement to disclose the details of difference between amount of the valuationdone at the time of one time settlement and the valuation done while taking loan from theBanks or Financial Institutions along with the reasons thereof is not applicable.
Your Directors express their gratitude to all stakeholders.