You are here » Home » Companies » Company Overview » Parmeshwari Silk Mills Ltd

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

Parmeshwari Silk Mills Ltd. (PARMESHWARISILK) - Director Report

Company director report

To

The Shareholders of the Company

Your Directors are pleased to present this 26thAnnual Reporttogether with the Audited Annual Financial Statements for the year ended March 31st 2019.

FINANCIAL HIGHLIGHTS- AT A GLANCE

Overall Performance of your Company

 The Financial Year 2018-19 had been a fortunatefor the Company as your Company has shown a remarkable performance during the year under review. The Net Profits of your Company had gone up from Rs. 224.49 Lakhs in the Financial Year 2017-18 to Rs. 540.21 Lakhsin the Financial Year 2018-19.

The financial summary performance highlights operations/state of affair of yourCompany for the year are summarized below:

Amount (In Lakhs)

PARTICULARSStandalone
2018-192017-18
Income from Business Operations13777.5711788.87
Other Income33.0112.39
Total Income13810.5711801.26
Less: Expenditure13051.8311486.12
Profit/Loss before Tax732.08308.62
Less: Tax Expense151.7563.52
Less Deferred Tax40.1220.61
Net Profit/Loss after Tax540.21224.49
Earnings per share:
Basic18.008.19
Diluted18.008.19

DIVIDEND

No Dividend was declared for the current financial year due to loss incurred by the Company.

RESERVES

The Board proposes no amount to transfer to the reserves and an amount of Rs. 540.21 Lakhs is proposed to be retained in surplus.

SHARE CAPITAL

During the year under review the Company has not issued any shares including Equity Shares Shares with Differential Voting Rights Stock Options Sweat Equity etc. The Company has not bought back any equity shares during the year 2018-19.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

Since there was no unpaid/unclaimed Dividend declared or paid by the Company the provisions of Section 125 of the Companies Act 2013 do not apply.

DEPOSITS

During the year under review the Company has not accepted any deposits in terms of section 73 of the Companies Act 2013.There were no unclaimed deposits at the end of Financial Year i.e. 31st March 2019.

SUBSIDIARY / ASSOCIATE/ JOINT VENTURES COMPANIES OF THE COMPANY

The Company is not having any Subsidiary Company/ Joint Venture/ Associate Company during the financial year 2018-19.A statement about Subsidiary / Joint Ventures / Associate Company(ies) is mentioned in AOC-Imarked as Annexure A.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section of this Annual Report and marked as Annexure-E.

CHANGE IN DIRECTORS /KEY MANAGERIAL PERSONNEL DURING THE YEAR

The details about the changes in Directors or Key Managerial Personnel by way of Appointment Re - designation Resignation DeathDis-qualification variation made or withdrawn etc. are as follows:

S. No. NameDesignationNature of ChangeWith Effect From
1. ArvinderKaurNon-Executive Independent DirectorAppointment01.02.2019
2. Puneet Singh TanejaNon-Executive Independent DirectorAppointment01.02.2019
3. HarinderKaurExecutive DirectorAppointment30.03.2019
4. Deshbir SinghIndependent DirectorResignation04.02.2019
5. Simranjit SinghIndependent DirectorResignation04.02.2019
6. KuljeetKaurWhole Time DirectorResignation30.03.2019

The Board places on record its appreciation for the services rendered by Mr. Deshbir Singh Ms. Simranjit Singh and Ms. KuljeetKaurwho resigned from the office of Director of the Company.

Mr. Jatinder Pal Singh (DIN: 01661864) Whole Time Directorof the Company will be retiring by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment to the Board of the Company at the ensuing Annual General Meeting.

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(3) of the Companies Act 2013 the Directors would like to state as follows:

(a) In the preparation of the Annual Accounts the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors had selected such accounting policies and applied them consistently and 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 year and of the profit & loss of the Company for that period ;

(c) The Directors had taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for 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 the Company and such controls are adequate and are operating effectively;

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF COMPANIES ACT 2013

All Independent Directors have given declarations under section 149(7)that they meet the criteria of Independence as laid down under section 149(6) of the Companies Act 2013 and Rules made thereunder to be read with SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.

EXTRACT OF ANNUAL RETURN

The details forming part of extract of Annual Return under sub section 3 of Section 92 of the Companies Act 2013 in Form MGT-9 is annexed herewith as Annexure-C.

NUMBER OF MEETINGS OF THE BOARD& COMMITTEES

During the year under review 8Board Meetings were convened. Other details of Board Meetings held are given in Corporate Governance Report. The maximum interval between any two meetings didn't exceed 120 days as prescribed in the Companies Act 2013.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act 2013 to be read with Regulation 18 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of Audit Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

NOMINATION & REMUNERATION COMMITTEE

The Nomination & Remuneration Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act 2013 to be read with Regulation 19 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

STAKEHOLDERS' RELATIONSHIP COMMITTEE

The Stakeholders' Relationship Committee of the Company is constituted in line with the provisions of section 178 of the Companies Act 2013 to be read with Regulation 20 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of the Committee is given in the Corporate Governance Report which forms the integral part of this Annual Report.

VIGIL MECHANISM COMMITTEE

The Vigil Mechanism Committee of the Company is constituted in line with the provisions of section 177 of the Companies Act 2013 to be read with Regulation 22 of the SEBI (Listing Obligation & Disclosure Requirement) Regulation 2015.The Composition of the Committee is given in the Corporate Governance report which forms the integral part of this Annual Report.

BOARD ANNUAL EVALUATION

The provisions ofsection 134(3)(p) of the Companies Act 2013 read with SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 mandate that a Formal Annual Evaluation is to be made by Board of its own performance and that of its Committee and individual Directors. Schedule IV of the Companies Act 2013 states that performance evaluation of the Independent Director shall be done by Directors excluding the Director being evaluated. The Board carried out a formal annual performance evaluation as per the criteria/framework laid down by the Nomination & Remuneration Committee of the company and adopted by the Board. The evaluation was carried out through a structured evaluation process to judge the performance of individual Directors including the Chairman of the Board. They were evaluated on parameters such as their education knowledge experience expertise skills behavior leadership qualities level of engagement & contribution independence of judgment decision making ability for safeguarding the interest of the Company stakeholders and its shareholders.

The performance evaluation of the Independent Directors was carried out by the entire Board except the participation of concerned Independent Director whose evaluation was to be done. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board was satisfied with the evaluation process and approved the evaluation results thereof.

STATUTORY AUDITOR&SECRETARIAL AUDITOR WITH THEIR QUALIFICATION RESERVATION ORADVERSE REMARKS ALONG WITH THE EXPLANATION OR COMMENTS BY THE DIRECTORS

A. STATUTORY AUDITOR

The members at the 25thAnnual General Meeting held on 27th August 2018 appointedM/s Kumar & Gupta & Associates Chartered Accountants (Firm Reg. No. 020247N) as Statutory Auditors of the Company for a period of 5 yearsto hold office till the conclusion of 30thAnnual General Meeting of the Company.

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 Accounts of the Company are self-explanatory and in the opinion of the Directors do not call for any further clarification(s). Also the report submitted by the Auditor is unqualified.

PARTICULAR OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT 2013

The Company has not given any loan(s) or guarantee(s) and has not made any investment covered under the provision of the section 186 of the Companies Act 2013 during the year under review.

All investments made during the year were within the stipulated limits of law.

PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPAIES ACT 2013

In the financial year 2018-19 company did not enter into any contracts or arrangements with any related party. Form AOC-2 is attached as Annexure-B.

MATERIAL CHANGES AND COMMITMENTS IF ANYAFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company occurred between the end of the financial year of the Company to which this financial 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 COMPANY'S OPERATIONS IN FUTURE

To the best of the Management's knowledge no significant and material order(s) were passed by any regulator(s) or courts or tribunals which could impact the going concern status and company's operation in future.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

The requisite information with regard to conservation of energy technology absorption and foreign exchange earnings and outgoin terms of the Section 134(3)(m) of the Companies Act 2013 readwith Companies (Accounts) Rules 2014 is given below:

Conservation of energy
1. the steps taken or impact on conservation of energyThe Company has obtained better machinery to reduce its usage of energy and increase its production capacity.
2. the steps taken by the company for utilizing alternate sources of energyThe Company hasn't taken any step towards tapping the alternate sources of energy however the management is in talks to employ other sources of energy too like solar energy.
3. the capital investment on energy conservation equipmentThe Company hasn't made any investment assuch on energy conservation equipments however the prospects of such investment are likely in the near future.
Technology absorption
1. the efforts made towards technology absorptionThe Company has purchased new machinery for better production.
2. the benefits derived like product improvement cost reduction product development or import substitutionThe purchase of new machinery has resulted in better production cost reduction and increased efficiency of the existing plant
3. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)
4. the details of technology importedMachinery for production unit
5. the year of importThe year of import: 2016-17
6. whether the technology been fully absorbedYes
7. if not fully absorbed areas where absorption has not taken place and the reasons thereof; andNot Applicable
8. the expenditure incurred on Research and DevelopmentNot Applicable
Foreign Transaction During yearAmount
Payments
Tour & Travelling2125458/-
Advance against Purchase Sample57687/-
Store & Spare for Machinery repair3511797/-
Purchase of Designing Material3369786/-
Purchase of Plant & Machinery14943574/-
Receipts
Reimbursement of Expenses347722/-
Sale Receipts317103/-

RISK MANAGEMENT

The provisions of SEBI Regulations for formation of Risk Management Committee are not applicable to the Company. However as per section 134 (3) (n) of Companies Act 2013 the company regularly maintains 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 the existence of the company.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The company does not fall under the criteria of net worth turnover or profit for applicability of Corporate Social Responsibility (CSR) provisions as per Section 135 of the Companies Act 2013 hence the same are not applicable to the company for the period under review.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

As per Regulation 22 of the SEBI Regulations 2015 in order to ensure that the activities of the Company & its employees are conducted in a fair & transparent manner by adoption of highest standards of professionalism honesty integrity and ethical behavior 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 your Company has constituted Internal Complaints Committee (ICC) at its workplaces. During the year 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 the said regulations a separate section on corporate governance practices followed by the company together with the certificate from the company's Practicing Company Secretary confirming compliance forms an integral part of this Report.

HUMAN RESOURCE

The relationship with employees continues to be harmonious. The company always considers its human resource as its most valuable asset. Imparting adequate and specialized training to its employees is ongoing exercise in the company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a robust and comprehensive Internal FinancialControl system commensurate with the size scale and complexityof its operation. The system encompasses the major processes toensure reliability of financial reporting compliance with policiesprocedures laws and regulations safeguarding of assets andeconomical and efficient use of resources.

The Company has performed an evaluation and made anassessment of the adequacy and the effectiveness of the Company'sInternal Financial Control System. The Statutory Auditors of theCompany have also reviewed the Internal Financial Control systemimplemented by the Company on the financial reporting and intheir opinion the Company has in all material respects adequateInternal Financial Control system over Financial Reporting and suchControls over Financial Reporting were operatingeffectively as on 31stMarch 2019 based on the internal control over financial reporting criteria established by the Company.

The policies and procedures adopted by the Company ensuresthe orderly and efficient conduct of its business and adherenceto the company's policies prevention and detection of frauds and errors accuracy & completeness of the records and the timelypreparation of reliable financial information.

The Internal auditors continuously monitor the efficacy of internal controls with the objective of providing to the Audit Committee and the Board an independent objective and reasonable assurance on the adequacy and effectiveness of the organization's risk management 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 on the financial statements including the financial reporting system and compliance to accounting policies and procedures followed by the Company.

LISTING AGREEMENT

The shares of the Company are presently listed at BSE Limited & The Calcutta Stock Exchange Ltd.

All statutory dues including Annual Listing Fees for the Financial Year 2018-19 has been paid by the Company.

PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation for the services rendered by executives staff and other workers of the Company for their hard work dedication and commitment. During the year under review relations between the Employees and the Management continued to remain cordial.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employees of the Company is explained in notes to Financial Statements.

ACKNOWLEDGEMENT

Your Directors wish to acknowledge their gratitude to the business Associates and Stock Exchange authorities for their continued patronage assistance and guidance.

For and on behalf of the Board
For Parmeshwari Silk Mills Limited
Jatinder Pal SinghHarinder Kaur
Date:12.08.2019Whole Time DirectorAdditional Director
Place: LudhianaDIN:01661864DIN: 08407151

   

.