Parmeshwari Silk Mills Ltd.
|BSE: 540467||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE808R01012|
|BSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
|NSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
|BSE: 540467||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE808R01012|
|BSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
|NSE 05:30 | 01 Jan||Parmeshwari Silk Mills Ltd|
The Shareholders of the Company
Your Directors are pleased to present this 27thAnnual Reporttogetherwiththe Audited Annual Financial Statementsfor the year ended March 31st2020.
The COVID-19 pandemic has caused a huge disruption creating an unprecedented impact onthe financial well- being of nations corporations and individuals. A detailed discussionon impact of COVID-19 on the business and operations of the Company is covered in theManagement Discussion and Analysis Report.'
AT A GLANCE V
Overall Performance of your Company
The Financial Year 2019-20 had been conventional for the Company as your Company hasshown anenterprisingperformance during the year under review. The Net Profits of yourCompany had declined from Rs. 540.21/- Lakhs in the Financial Year 2018-19 to Rs. 534.56/-Lakhs in the Financial Year 2019-20 and on the contrary the Revenue from Operation hadbeen increased from Rs. 13777.57/- Lakhs in the Financial Year 2018-19 to Rs. 14347.07/-Lakhs in the Financial Year 2019-20.
V The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:
V Impact of Global Crisis: COVID-19
In March 2020 the World Health Organization (WHO)declared COVID-19 a global pandemic.Consequent tothis Government of India declared nation-widelockdown on March 24 2020which has impactednormal business operations of the Company. The Company has assessed theimpact of this pandemic onits business operations and has considered all relevant internaland external information available up to thedate of approval of these financial resultsto determinethe impact on the Company's revenue from operationsfor foreseeable future andthe recoverability andcarrying value of certain assets such as property plantandequipment inventories and tradereceivables. The impact of COVID-19pandemic on theoverall economic environment beinguncertain may affect the underlying assumptionsandestimates used to prepare Company's financial resultswhich may differ from thatconsidered as at the date ofapproval of the financials results.
As the situation is unprecedented while the lockdown is gradually lifting the Companyis closely monitoring the situation as itevolves in the future. The Company has resumeditsbusiness activities by reopening office and plant in line with guideline issued bytheGovernment authorities; The Companydoes not anticipate any challenges in its abilitytocontinue as going concern or meeting its financialobligations.
With a view of augmenting financial resources for generating stable growth in futurethe Board of Directors of the company have decided to carry forward entire profit andhence do not propose to recommend any dividend for the financial year on equity shares.
The Board proposes no amount to transfer to the reserves and an amount of Rs. 534.56/-Lakhs is proposed to be retained in surplus.
During the year under review there is no change in the share capital of the Companybecause the Company has not issued any shares including Equity Shares Shares withDifferential Voting Rights Stock Options Sweat Equity etc. The Company has not boughtback any equity shares during the year 2019-20.
As on 31stMarch 2020 paid-up share capital of the Company stood at Rs.30011000/-consisting of 3001100 Equity Share of Rs. 10/- each.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
Since there was no unpaid/unclaimed Dividend declared or paid by the Company theprovisions of Section 125 of the Companies Act 2013 do not apply.
During the year under review the Company has not accepted any deposits in terms ofsection 73 of the Companies Act 2013.There were no unclaimed deposits at the end ofFinancial Year i.e. 31st March 2020.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2019-20.A statement about Subsidiary / Joint Ventures /Associate Company in the form AOC-I is not applicable. MANAGEMENT DISCUSSION& ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is presented in a separate section of this Annual Report.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Re designation Resignation DeathDis-qualification variation made orwithdrawn etc. are as follows:
Ms. Harinder Kaur (DIN: 08407151) Whole Time Director of the Companywho had beenappointed as Director on 30.03.2019 will be retiring by rotation at the ensuing AnnualGeneral Meeting and being eligibleoffers herself for re-appointment. The Board recommendsher re-appointment to the Company at the ensuing Annual General Meeting.
DIRECTORfS RESPONSIBILITY STATEMENT
In terms of Section 134(3) of the Companies Act 2013 the Directors would like tostate as follows:
(a) In the preparation of the Annual Accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistentlyand made judgments & estimates that are reasonable and prudent so as to give a true& fair view of the state of affairs of the company at the end of the financial yearand of the profit & loss of the Company for that period ;
(c) The Directors had taken proper & sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this act for safeguardingthe assets of the company and for preventing & detecting fraud & otherirregularities;
(d) The Directors had prepared the Annual Accounts on a going concern basis;
(e) The Directors had laid down Internal Financial Controls to be followed by theCompany and such controls are adequate and are operating effectively;
(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OFCOMPANIES ACT 2013
All Independent Directors have given declarations under section 149(7)that they meetthe criteria of Independence as laid down under section 149(6) of the Companies Act 2013and Rules made thereunder to be read with SEBI (Listing Obligation & DisclosureRequirement) Regulation 2015.
EXTRACT OF ANNUAL RETURN
The details forming part of extract of Annual Return under sub section 3 of Section 92of the Companies Act 2013 in Form MGT-9 as "Annexure-A" isexempted. The web link is https://www.parmeshwarisilkmills.com/
The provision of Section 134(3) has been amended by Companies (Amendment) Act 2017w.e.f. 31.7.2018 i.e. as per notification dated 31st July 2017 provision in relation toMGT-9 has been removed from Section 134 and a new provision added which prescribed theweb-link of such annual return shall be disclosed in the Board's report.
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the year under review 11 (Eleven) Board Meetings were convened. Other detailsof Board Meetings & Committee Meetings held are given in Corporate Governance Report.The maximum interval between any two meetings didn't exceed 120 days as prescribed in theCompanies Act 2013.
The Audit Committee of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.The Composition of AuditCommittee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Company is constituted in line withthe provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 ofthe SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.TheComposition of the Committee is given in the Corporate Governance Report which forms theintegral part of this Annual Report.
f RELATIONSHIP COMMITTEE
The Stakeholders' Relationship Committee of the Company is constituted in line with theprovisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of theSEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition ofthe Committee is given in the Corporate Governance Report which forms the integral part ofthis Annual Report.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
The constitution of Corporate Social Responsibility Committee of the Company isconstituted in line with the provisions of section 135 of the Companies Act 2013 to beread with Rule 5 of The Companies (Corporate Social Responsibility Policy) Rules 2014.The Composition of the Committee is given in the Corporate Governance Report which formsthe integral part of this Annual Report.
The Vigil Mechanism Policy of the Company is constituted in line with the provisions ofsection 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (ListingObligation & Disclosure Requirement) Regulation 2015.
BOARD ANNUAL EVALUATION
The provisionsofsection 134(3)(p) of the Companies Act 2013 read with SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 mandate that a Formal AnnualEvaluation is to be made by Board of its own performance and that of its Committee andindividual Directors. Schedule IV of the Companies Act 2013 states that performanceevaluation of the Independent Director shall be done by Directors excluding the Directorbeing evaluated. The Board carried out a formal annual performance evaluation as per thecriteria/framework laid down by the Nomination & Remuneration Committee of the companyand adopted by the Board. The evaluation was carried out through a structured evaluationprocess to judge the performance of individual Directors including the Chairman of theBoard. They were evaluated on parameters such as their education knowledge experienceexpertise skills behavior leadership qualities level of engagement & contributionindependence of judgment decision making ability for safeguarding the interest of theCompany stakeholders and its shareholders.
The performance evaluation of the Independent Directors was carried out by the entireBoard except the participation of concerned Independent Director whose evaluation was tobe done. The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors. The Board was satisfied with the evaluationprocess and approved the evaluation results thereof.
STATUTORY AUDITOR COST AUDITOR&SECRETARIAL AUDITOR WITH THEIR QUALIFICATIONRESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The members at the 25thAnnual General Meeting held on 27thAugust 2018 appointed M/s Kumar & Gupta & Associates CharteredAccountants (Firm Reg. No. 020247N) as Statutory Auditors of the Company for a periodof 5 years to hold office till the conclusion of 30thAnnual GeneralMeeting of the Company.
The name of Statutory Auditor's Firm has been changed from M/s Kumar & Gupta& Associates to M/s Montek S & Associates Chartered Accountants (Firm Reg. No.020247N).
Qualification(s) and Directorsf commentson the report of Statutory Auditor:
The Notes on Accounts and observations of the Auditors in their Report on the Accountsof the Company are self-explanatory and in the opinion of the Directors do not call forany further clarification(s). Also the report submitted by the Auditor is unqualified.
B. COST AUDITOR
As per the requirements of the Section 148 of the Act read with the Companies (CostRecords and Audit) Rules 2014 as amended from time to time your Company is required tomaintain cost records and accordingly such accounts are prepared and records have beenmaintained relating to Textile Division every year. The Cost Audit Report for the year wasfiled with the Central Government within the prescribed time.
The Board of Directorson the recommendation ofAudit Committee of the Company in theirmeeting i.e. 30thMarch 2019 has re-appointed M/s. Pawan& Associates(FRN: 101729) Cost Accountants for Cost Audit of the Company for the Financial Year2019-20.As required under the Acta resolution seeking member's approval fortheremuneration payable to the Cost Auditor formspart of the Notice convening the AnnualGeneralMeeting for their ratification.
C. SECRETARIAL AUDITOR
Pursuant to the provisions of Section 204 of the Actand rules made thereunder theCompany has re-appointed M/s. P. S. Bathla & Associates a firm of CompanySecretaries in Practice to undertake the Secretarial Audit of theCompany. The SecretarialAudit Report is annexed as Annexure B' and forms an integral part of thisReport. There is no secretarial audit qualificationfor the year under review.
D. INTERNAL AUDITOR
The Company had appointed Internal Auditor to carry out the Internal Audit Functions.The Internal Auditor submits a "Quarterly Report" to the Audit Committee for itsreview.
ANNUAL SECRETARIAL COMPLIANCE REPORT
The provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure)Regulations 2015 are not applicable on the Company.
REPORTING OF FRAUDS
There was no instance of fraud during the year underreview which required theStatutory Auditors to reportto the Audit Committee and / or Board under Section143(12) ofAct and Rules framed thereunder.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to Financial Statements forming part of the AnnualReport.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
In the financial year 2019-20 Details of Related Party and their contracts orarrangements with Company are given in Notes to Account of Financial Statements. FormAOC-2 is attached as gAnnexure-Ch.
MATERIAL CHANGES AND COMMITMENTS IF ANYAFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany occurred between the end of the financial year of the Company to which thisfinancial statement relate and on the date of this report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND COMPANYfS OPERATIONS IN FUTURE
To the best of the Management's knowledge no significant and material order(s) werepassed by any regulator(s) or courts or tribunals which could impact the going concernstatus and company's operation in future.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS ANDOUT-GO
The requisite information with regard to conservation of energytechnology absorptionand foreign exchange earnings and outgoin terms of the Section 134(3)(m) of the CompaniesAct 2013 readwith Companies (Accounts) Rules 2014 is given below:
The provisions of SEBI Regulations for formation of Risk Management Committee are notapplicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 thecompany regularly maintains a proper check in normal course of its business regarding riskmanagement. Currently the company does not identify any element of risk which maythreaten the existence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During FY2020 the Company spent Rs. 995180/- on corporate social responsibility(CSR) activities as against mandatory expenditure of Rs. 582457/-. Detailed informationon the CSR policy its salient features and CSR
initiatives taken during FY2020 and composition of the Committee isgiven in the annexedas gAnnexure-D-CSR activitiesh.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that theactivities of the Company & its employees are conducted in a fair & transparentmanner by adoption of highest standards of professionalism honesty integrity and ethicalbehavior the company has adopted a vigil mechanism policy. The whistle blower policy isuploaded on the website of the Company and can be accessedathttp://www.parmeshwarisilkmills.com/ wp-content/uploads/2019/05/WHISLE-BLOWER-POLICY.pdf
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of "The Sexual Harassment of Women at Workplace(Prevention Prohibition &Redressal) Act 2013" and Rules made thereunder yourCompany has constituted Internal Complaints Committee (ICC) at its workplaces andformulated a policyon prevention of sexual harassment at workplace. During the year nocomplaints were filed with the Company.
CORPORATE GOVERNANCE REPORT
As per Reg. 34 of SEBI Regulation 2015 to be read with Part A of Schedule V of thesaid regulations a separate section on corporate governance practices followed by thecompany together with the certificate from the company's Practicing Company Secretaryconfirming compliance forms an integral part of this Report.
The relationship with employees continues to be harmonious. The company alwaysconsiders its human resource as its most valuable asset. Imparting adequate andspecialized training to its employees is ongoing exercise in the company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has a robust and comprehensive Internal FinancialControl systemcommensurate with the size scale and complexityof its operation. The system encompassesthe major processes toensure reliability of financial reporting compliance withpoliciesprocedures laws and regulations safeguarding of assets andeconomical andefficient use of resources.
The Company has performed an evaluation and made anassessment of the adequacy and theeffectiveness of the Company'sInternal Financial Control System. The Statutory Auditors oftheCompany have also reviewed the Internal Financial Control systemimplemented by theCompany on the financial reporting and intheir opinion the Company has in all materialrespects adequateInternal Financial Control system over Financial Reporting andsuchControls over Financial Reporting were operatingeffectively as on 31stMarch2020 based on the internal control over financial reporting criteria established by theCompany.
The policies and procedures adopted by the Company ensuresthe orderly and efficientconduct of its business and adherenceto the company's policies prevention and detectionof frauds anderrors accuracy & completeness of the records and the timelypreparationof reliable financial information.
The Internal auditors continuously monitor the efficacy of internal controls with theobjective of providing to the Audit Committee and the Board an independent objective andreasonable assurance on the adequacy and effectiveness of the organization's riskmanagement with regard to the internal control framework.
Audit committee meets regularly to review reports submitted by the Internal Auditors.The Audit Committee also meet the Company's Statutory Auditors to ascertain their views onthe financial statements including the financial reporting system and compliance toaccounting policies and procedures followed by the Company.
The shares of the Company are presently listed at BSE Limited & The Calcutta StockExchange Ltd.
All statutory dues including Annual Listing Fees for the Financial Year 2019-20 hasbeen paid by the Company.
Your Directors hereby place on record their appreciation for the services rendered byexecutives staff and other workers of the Company for their hard work dedication andcommitment. During the year under review relations between the Employees and theManagement continued to remain cordial.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment andRemuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is explained in notes to Financial Statements.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
CODE OF CONDUCT
The Board of Directors has laid down the code of conduct for all Board Members andmembers of the Senior Management of the Company. Additionally all Independent Directorsof the company shall be bound by duties of Independent Directors as set out in CompaniesAct 2013 to be read with SEBI Listing Regulations 2015.
All Board Members Key Managerial Personnel and Senior Management Personnel haveaffirmed compliance with the Code of Conduct.
DISCLOSURE OF STATEMENT OF DEVIATION(S) OR VARIATION(S) UNDER REGULATION 32 OF SEBI(LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015
With reference to Regulation 32 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the disclosure of Statement of Deviation(s) orVariation(s) as per the said regulation is not applicable to the Company.
Your Directors wish to acknowledge their gratitude to the business Associates and StockExchange authorities for their continued patronage assistance and guidance.
For and on behalf of the Board
For Parmeshwari Silk Mills Limited