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|
Your Directors are pleased to present to the valued stakeholders the 25thAnnualReport of Parmeshwari Silk Mills Ltd.along with the Audited FinancialStatements of the Company for the Year ended March 31 2018.
FINANCIAL HIGHLIGHTS- AT A GLANCE
Overall Performance of your Company
The Financial Year 2017-18had been fortunate for the Company as your Company has showna conventional performance during the year under review. The net Profits of your Companyhad gone up from 108.98 Lakhs (2016-17) to 224.49 lakhs (2017-18).
The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:
To conserve the financial resources the company has not recommended any dividend inthe financial year 2017-18.
The Board proposes no amount to transfer to the reserves and an amount of Rs.22449106.69 is proposed to be retained in surplus.
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 to be read with the Companies (Acceptance ofDeposits) Rule 2014 as amended from time to time and also no amount was outstanding onaccount of principal or interest thereon as on the date of the Balance Sheet.
SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY
The Company is not having any Subsidiary Company/ Joint Venture/ Associate Companyduring the financial year 2017-18. AOC-1 is also attached herewith for your reference as AnnexureA. 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 NATURE OF BUSINESS
During the year under review there was no change in nature of business of the Company.
CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR
The details about the changes in Directors or Key Managerial Personnel by way ofAppointment Redesignation
Resignation DeathDis-qualification variation made or withdrawn etc. are as follows:
Ms. Kuljeet Kaur (DIN: 01661755) Director will be retiring by rotation at theensuing Annual General Meeting and being eligibleoffersherself for re-appointment. TheBoard recommends her re-appointment to the Board of the Company at the ensuing AnnualGeneral Meeting.
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.
DISCLOSURE OF CHANGE IN ACCOUNTING TREATMENT IN FINANCIAL STATEMENTS
During the period under review the Company has adopted Indian Accounting Standards.
EXTRACT OF ANNUAL RETURN
The details forming part of Extract of Annual Return (MGT-9) under sub section 3 ofSection 92 of the Companies Act 2013 is attached herewith as Annexure B. It canbe also viewed on website of the Company at www.parmeshwarisilkmills. com.
NUMBER OF MEETINGS OF THE BOARD& COMMITTEES
During the year under review 9 (Nine) Board Meetings 5 (Five) Audit CommitteeMeetings 3 (Three) Nomination & Remuneration Committee Meetings4 (Four)Stakeholders' Relationship Committee Meetings were convened and held. All the Meetingsincluding Committee Meetings were duly held and convened and the intervening gap betweentwo consecutive meetings was within the period prescribed under the Companies Act 2013 tobe read with the SEBI(Listing Obligations &Disclosure Requirements) Regulations 2015.
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.
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.
STAKEHOLDERS' 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.
VIGIL MECHANISM COMMITTEE
The Vigil Mechanism Committee of the Company is constituted in line with the provisionsof section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI(Listing Obligation & 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 IndependentDirectors was carried out by the entire Board except the participation of concernedIndependent Director whose evaluation was to be done. The performance evaluation of theChairman and the Non Independent Directors was carried out by the Independent Directors.The Board was satisfied with the evaluation process and approved the evaluation resultsthereof.
REMUNERATION POLICY OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board on the recommendation of Nomination &Remuneration Committee framed apolicy for selection andappointment of Directors Senior Management Personnel and fixationof theirremuneration thereof. The Policy contains inter-alia directors' appointmentandremuneration including criteria for determining qualificationspositive attributesindependence of a Director etc.
Pursuant to the provisions of Regulation 25(7) of Listing Regulations 2015 the Boardhas framed a policy to familiarize Independent Directors about the Company.
STATUTORYAUDITORSECRETARIALAUDITOR&COSTAUDITORWITHTHEIRQUALIFICATIONRESERVATIONORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS
A. STATUTORY AUDITOR
The office of the Statutory Auditor for the Financial Year 2017-18 was vacated due toresignation by M/s Anil K Sareen & Associates Chartered Accountants (Firm Reg. No.019371N) vide their letter dated 28.05.2018 and in place of them M/s Kumar& Gupta & Associates Chartered Accountants (Firm Reg. No. 020247N) a Firmpeer reviewed by
ICAI were appointed as Statutory Auditor for the Financial Year 2017-18 by the Boardof Directors in their Meeting held on 28.05.2018 and who shall hold office ofauditor till the conclusion of ensuing Annual General Meeting.
A written consent/certificate regarding eligibility for their re-appointment asStatutory Auditors in accordance with the Rule 4 of the Companies (Audit and Auditors)Rule 2014 read with the provisions of section 139(2) of the Companies Act 2013 has beenreceived by the company.
The Board on recommendation of the Audit Committee has proposed appointment of M/sKumar & Gupta & Associates Chartered Accountants (Firm Reg. No. 020247N) asthe Statutory Auditors of the Company to hold office for a period of 5 years starting fromthe conclusion of ensuing Annual General Meeting till the conclusion of 6thAnnual GeneralMeeting to be held for the financial Year ending 2022-23.
Qualification(s) and Directors' comments on 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. SECRETARIAL AUDITOR
Pursuant to provision of section 204 of the Companies act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rule 2014 the Companyhas appointed M/s P S Bathla & Associates Company Secretaries to undertakeSecretarial Audit of the Company.
The Secretarial Audit was conducted by Mr. P S Bathla Company Secretary andthe report thereon is annexed herewith as "Annexure- C".
Qualification(s) and Directors' comments on the report of Secretarial Auditor:
No adverse observation(s) have been recorded by the Secretarial Auditor for the yearunder review in its report.
C. COST AUDIT
Pursuant to Section 148 of the Companies Act 2013 read with TheCompanies (Cost Recordsand Audit) Amendment Rules 2014 the cost audit records maintained by the Company arerequired to be audited. Your Directors had on the recommendation of theAudit Committeeappointed M/s. Pawan & Associates Cost Accountants (Firm Registration No. 101729)as Cost Auditors to audit the cost records maintained by the company.
As per companies Act 2013 the remuneration payable to the cost auditor is required tobe placed before theMembers in a general meeting for their ratification. AccordinglyResolution seeking Member's ratification for the remuneration payable to M/s. Pawan& Associates Cost Accountants Firm Registration No. 101729 as Cost AuditorsCost Auditors is included in theNotice convening the Annual General Meeting.
Pursuant to the provisions of Section 148 and other applicable provisions if any ofthe CompaniesAct 2013 to be read with the Companies (Audit and Auditors) Rules 2014 theBoard recommendsappointment of M/s. Pawan & Associates Cost Accountants FirmRegistration No. 101729 as Cost Auditors as Cost Auditors to audit cost recordsof theCompany for the Financial Year 2018 19 at a remuneration as may be mutually decided bytheBoard along with the Cost Auditor plus applicable service tax and out-of-pocket expensesthatmay be incurred.
The Company had appointed Internal Auditor of the Company to carry out the InternalAudit Functions. The Internal Auditor submits a "Quarterly Report" to the AuditCommittee for its review.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR
There were no instances of fraud those have been observed by the Statutory Auditorduring audit of the financial statements for the financial year 2017-18 which arerequired to be disclosed by the company in its Board Report under Section 143 (12) of theCompanies Act 2013.
PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
The Company has not given any loan(s) or guarantee(s) and has not made any investmentcovered under the provision of the section 186 of the Companies Act 2013 during the yearunder review.
PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THECOMPAIES ACT 2013
All contracts/arrangements/transactions entered into during the financial year with therelated parties were on arm's length basis and were in the ordinary course of business.There were no loans and advances from / to the Holding / associate Company or to thefirms/companies in which the Directors are interested other than as mentioned at variousparts of this Annual Report. There are no materially significant related partytransactions with the promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large. FormAOC-2 is also attached herewith for further details as Annexure D. FINANCIALPOSITION
A) Issue of shares on a Preferential Basis
The Companies Paid up Share Capital has increased from Rs. 25571000 to Rs.30011000 in financial year 2017-18 due to Issue of Equity Shares to Promoters AndNon-Promoters.
The Company has offered issued and allotted on a preferential basis 444000 equityshares of face value of Rs. 10/- each (the "Equity Shares") at a price of Rs.53.51/- (Rupees Fifty Three and Fifty One paise only) each aggregating up to Rs.23758440/- (Rupees Two Crore Thirty Seven Lakhs Fifty Eight Thousand Four Hundred FortyOnly) MATERIAL CHANGES AND COMMITMENTS IF ANY
There are no material changes or commitments noticed by the Board between the end offinancial year of the companyason 31st March 2017 and the date of this Report.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S 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 outgo in terms of the Section 134(3)(m) of theCompanies Act 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 the company regularlymaintains a proper check in normal course of its business regarding risk management.Currently the company does not identify any element of risk which may threaten theexistence of the company.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
The company does not fall under the criteria of net worth turnover or profit forapplicability of Corporate Social Responsibility (CSR) provisions as per Section 135 ofthe Companies Act 2013 hence the same are not applicable to the company for the periodunder review.
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. This policy is explained in"Corporate Governance Report" and is also posted on website of the company.
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. During theyear no complaints 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 Statutory Auditorconfirmingcompliance forms an integral part of this Report.
The relationship with employees continues to be harmonious. The company always considerits human resource as its most valuable asset. Imparting adequate and specialized trainingto its employees is ongoing exercise in the company.
INTERNAL 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 the Company on the financial reporting andintheir opinion the Company has in all material respects adequateInternal FinancialControl system over Financial Reporting and suchControls over Financial Reporting wereoperatingeffectively as on 31stMarch 2018 based on the internal control over financialreporting criteria established by the Company.
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 and errors 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 atBSE Limited & The Calcutta StockExchange Ltd.All statutory dues including Annual Listing Fees for the Financial Year2018-19 has been 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.
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.
PARTICULARS OF EMPLOYEES
Details as required under section 197(12) read with Rule 5(1) of Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 is annexed as "Annexure-E"
A statement showing the names of employees drawing remuneration in excess of the limitsas set out in section 192(12) of the Companies Act 2013 read with Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is also annexed in thesame annexure.
DIRECTOR'S 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 takenproper & sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of this act for safeguarding the assets of the company andfor preventing & detecting fraud & other irregularities;
(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.
Your Directors would like to express their sincere appreciation forassistance andco-operation received from the various stake holdersincluding FinancialInstitutionsBanks Governmental authoritiesand other business associates who haveextended their valuablesupport and encouragement during the year under review.
Your Directors take the opportunity to place on record their deepappreciation of thecommitted services rendered by the employeesat all levels of the Company who havecontributed significantlytowards Company's performance and for enhancing itsinherentstrength. Your Directors also acknowledge with gratitude theencouragement andsupport extended by our valued stakeholders.