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Prakash Woollen & Synthetic Mills Ltd.

BSE: 531437 Sector: Industrials
NSE: N.A. ISIN Code: INE523I01016
BSE 00:00 | 16 Sep 50.55 -1.45






NSE 05:30 | 01 Jan Prakash Woollen & Synthetic Mills Ltd
OPEN 50.25
VOLUME 90440
52-Week high 56.00
52-Week low 17.25
P/E 12.09
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 50.25
CLOSE 52.00
VOLUME 90440
52-Week high 56.00
52-Week low 17.25
P/E 12.09
Mkt Cap.(Rs cr) 52
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Prakash Woollen & Synthetic Mills Ltd. (PRAKASHWOOLLEN) - Director Report

Company director report

To The Members

Your Directors are pleased to present 41st Annual Report covering the operational andfinancial performance of your Company along with the Audited Financial Statements for theFinancial Year ended March 31 2020.


(Rs. in lakhs)

Particulars 2019-2020 2018-2019
Revenue from operations 13256.55 12698.50
Other Income 50.59 59.97
Total Revenue 13307.14 12758.47
Profit before Depreciation & Tax 963.69 946.17
Depreciation 429.11 474.03
Profit before Tax & Exceptional Items 534.58 472.14
Current tax inclusive of earlier year tax (175.66) (102.34)
Deferred Tax Asset/Liability (24.13) 23.76
Profit after Tax 805.57 393.56
Other Comprehensive Income
Remeasurements of net defined benefit plans (11.14) 4.60
Income tax relating to above items 3.10 (1.28)
Total Comprehensive Income for the period 797.53 396.88
Earning Per Share Rs. 7.85 Rs. 3.84


During the period under consideration the revenue of the Company has increased from Rs.12758.47 lakh to Rs 13307.14 lakh (96%)

The net profit after tax of the Company has increased from Rs. 393.56 lakh to Rs.805.57 lakh. Your directors hope for better results in the coming financial years. Thereis an increase of 49% in profits for the year ended 31.03.2020 as compared to the profitsearned in financial year ending 31.03.2019.


The company specializes in the production of Mink Blankets and Bed Covers. Themanufacturing unit boasts of state-of-the- art machinery based on the most advancedtechnology which has been specially imported for the production facility. The company hasstream lined facilities for knitting dyeing processing printing finishing andpackaging. The complete facility is backed by the team of highly skilled and experiencedworkforce who ensure zero defects at every stage of production. It is expected that thecompany will achieve good growth in times to come.


There are no material changes affecting the affairs of the company which have occurredbetween the end of the financial year on March 31 2020 of the company to which thefinancial statements relate and the date of this report.


There is no change in the nature of the Business during the financial year underreview.


In order to meet the working capital requirements of the Company no Dividend has beenrecommended. During the period under review no amount was transferred to General Reserve.

DEPOSITS (Compliance of Deposit Rules)

Your Company has no unclaimed / unpaid matured deposit or interest due thereon. YourCompany has not accepted any deposits covered under ‘Chapter V - Acceptance ofDeposits by Companies' under the Companies Act 2013 during the financial year ended March31 2020 but there was an outstanding loan of Rs. 12104000 including interest from thePromoter-Directors of the Company which is exempted as deposit under Rule 2(c)(viii) ofCompanies(Acceptance of Deposit) Rules 2014.


The Authorized Share Capital of the Company as on March 31 2020 stands at Rs.120000000/- divided into 12000000 equity shares of Rs. 10/- each. The Paid up EquityShare Capital as at March 31 2020 stood at Rs. 102597500/- divided into10259750equity shares of Rs. 10/- each and the Subscribed and Paid-up Share Capital is Rs.102597500/- divided into10259750 equity shares of Rs. 10/- each fully paid-up.

During the year under review the Company has not issued shares with differentialvoting rights nor has granted any stock options or sweat equity there was no buy back ofshares.. As on March 312020 none of the Directors of the Company hold instrumentsconvertible into equity shares of the Company.


Management's Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(3) read with Schedule V (B) of the Securities of Exchange Board ofIndia (Listing Obligations and Disclosures Requirements) Regulations 2015 is presentedin a separate section forming part of the Annual Report.


Your company does not have any unlisted/listed subsidiary company or Joint Venture orany Associate Company pursuant to the provisions of the Rule 8 of Companies (Accounts)Rules 2014 therefore no requirement of attachment of Form AOC-1.


Pursuant to section 134(5) of the Companies Act 2013 your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31 2020 theapplicable accounting standards read with requirements set out under Schedule III to theAct have been followed and there are no material departures from the same;

b) 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 2020 and of the profit ofthe Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.


The Company is committed to maintain the highest standards of corporate governance andadhere to the corporate governance requirements set out by SEBI. The Company has alsoimplemented several best corporate governance practices as prevalent globally. The reporton Corporate Governance as stipulated under the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 forms an integral part of this Report. The requisitecertificate from the Auditors of the Company confirming compliance with the conditions ofcorporate governance is attached to the report on Corporate Governance.


All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions or covered underSection 188 of the Companies act 2013. Hence the details of such contracts orarrangements with its related parties are not disclosed in Form AOC-2 as prescribed underthe Companies Act 2013 and the Rules framed thereunder.

Considering the nature of the industry in which the Company operates transactions withrelated parties of the Company are in the ordinary course of business specially w.r.t.transactions which are also on arms' length basis. All such related Party Transactions areplaced before the Audit Committee for approval wherever applicable. Prior omnibusapproval for normal business transactions is also obtained from the Audit Committee forthe related party transactions which are of repetitive nature as well as for the normalbusiness transactions which cannot be foreseen and accordingly the details of relatedparty transactions entered into by the company pursuant to each of the omnibus approvalgiven has been reviewed by audit committee on a quarterly basis in terms of the approvalof the Committee.

The Policy on dealing with related party transactions and on determining materiality ofrelated party transactions as approved by the Board may be accessed on the Company'swebsite at the link


In accordance with provisions of Regulation 21 of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Company is not required to maintain RiskManagement Committee.

Further a Risk Management Policy of the Company as adopted by the Board during the FY2014-15 is available on Company's Website at the link Risk Management Policy.pdf


The Board has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the Company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosures.

The Company's Internal Control Systems are commensurate with the nature of its businessand the size and complexity of its operations. It comprises of audit and compliance byinternal audit checks by M/s Pulkit Rastogi & Co.-Amroha Internal Auditors of theCompany.

The Internal Auditors independently evaluate the adequacy of internal controls andconcurrently audit the financial transactions and review various business processes.Independence of the Internal Auditors and compliance is ensured by the direct report ofInternal Auditors to the Audit Committee of the Board.


Mr. Ved Prakash Gupta director retire by rotation and being eligible offer himselffor re-appointment. Your Company is managed and controlled by a Board comprising anoptimum blend of Executives and Non-Executive Professional Directors. As on 1stApril 2019 the Board consists of Five (5) Directors including (2) Whole-Time Director(3) Non-executive Independent Directors including one Woman Director because (4) directorsresigned the office due to some personal matters. As on 1st June 2019 theBoard consists of Five (4) Directors including (1) Whole-Time Director (3) Non-executiveIndependent Directors including one Woman Director because (1) Whole-Time Directorresigned his office due to some personal matter. On 31st August 2019 (4)directors were re-appointed w.e.f. 1st September 2019 so as on March 31 2020the Board of Directors consists of Eight (8) Directors including (1) Chairman &Managing Director (1) Whole time Director & CFO (1) Whole time Director and five (5)Non-executive Directors out of which four (4) are Independent Directors including oneWoman Director. As on 1st April 2019 the Board consists of Five (5) Directorsincluding (2) Whole-Time Director (3) Non-executive Independent Directors including oneWoman Director. As on 1st June 2019 the Board consists of Five (4) Directorsincluding (1) Whole-Time Director (3) Non-executive Independent Directors including oneWoman Director.

The composition of the Board is in conformity with Regulation 17 of the SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and the relevantprovisions of the Companies Act 2013. All the Directors possess the requisitequalifications and experience in general corporate Management finance banking and otherallied fields which enable them to contribute effectively to the Company in their capacityas Directors of the Company.

There is no change in directors except that in the Annual General Meeting held on 31stAugust 2019 with the consent of shareholders Mr. Daya Kishan Gupta was re-appointed asWhole-Time Director Mr. Vijay Kumar Gupta was re-appointed as Whole-Time Director Mr.Ved Prakash Gupta was re-appointed as Non-Executive Director Mr. Pramod Kumar Agarwal wasre-appointed as Independent Director Dr. Satish Kumar Raj was re-appointed as IndependentDirector and Mr. Mahendra Kumar Agrawal was re-appointed as Independent Director w.e.f.1st September 2019.

The designation of Mr. Daya Krishna Gupta has been changed from WTD to MD by the boardon its meeting held on 15.06.2020 further Mr. Adeep Gupta has been appointed asadditional director sand WTD by the Board at its meeting held on 15.05.2020 Your Boardrecommends that there appointments be confirmed/approved at the forthcoming annual generalmeeting.


All the Independent directors have submitted their disclosure to the Board that theyfulfill all the requirements as to qualify for their appointment as an IndependentDirector under the provisions of Section 149 read with Schedule IV of the Companies Act2013. The Board confirms that the independent directors meet the criteria as laid downunder the Companies Act 2013.


In accordance with the provisions of Schedule IV to the Companies Act 2013 andRegulation 25(3) of SEBI (LODR) 2015 a separate meeting of the Independent Directors ofthe Company was held on 16h March 2020 to discuss the agenda items asprescribed under the applicable laws. The meeting was attended by all IndependentDirectors of the Company.


The Companies Act 2013 and SEBI (Listing Obligations and Disclosure requirements)Regulations 2015 mandates that the Board shall monitor and review the Board evaluationi.e. evaluation of the performance of: (i) the Board as a whole (ii) individual directors(including independent directors and Chairperson) and (iii) various Committees of theBoard. The Performance evaluation was carried out by the Nomination and RemunerationCommittee based on the "Annual Evaluation Framework" prepared by the Committee.

The framework includes the evaluation of directors on various parameters such as:

• Board dynamics and relationships

• Information flows

• Decision-making

• Relationship with stakeholders

• Company performance and strategy

• Tracking Board and committees' effectiveness

• Peer evaluation

In compliance with the Companies Act 2013 and Regulation 17 (10) of the SEBI (ListingObligations and Disclosure Requirement) Regulations 2015 the Board has carried out anevaluation of its own performance Committees and performance of individual Directorsduring the period under review. The aspects covered in the evaluation included thecontribution to and monitoring of corporate governance practices participation in thelong-term strategic planning and the fulfillment of Directors' obligations and fiduciaryresponsibilities including but not limited to active participation at the Board andCommittee meetings. Schedule IV of the Companies Act 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directorsexcluding the director being evaluated. The evaluation involves Self-Evaluation by theBoard Members and subsequent assessment by the Board of Directors. The Board of Directorsexpressed their satisfaction with the evaluation process.

The details of the framework for performance evaluation of Independent DirectorsBoard Committees and other individual Directors are placed on the website of the companyat the link:

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the industry inwhich the Company operates business model of the Company and related matters are put upon the website of the Company at the link:

The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors key managerial personnel and senior management of the company.This policy also lays down criteria for selection and appointment of Board Members.

AUDITORS Statutory Auditors

The shareholders of the Company at AGM held on September 23rd 2016 hadappointed M/s. A. Anand & Co. Chartered Accountants (Firm Registration No. 005147C)as the Statutory Auditors of the Company for a term of 5 years i.e. from the ThirtySeventh Annual General Meeting of the Company to hold such office till the conclusion ofthe Forty Second Annual General Meeting of the Company.

Auditors' Report

The Report given by M/s. A. Anand & Co Statutory Auditors on the financialstatement of the Company for the year ended March 2020 is part of the Annual Report. Thereare no qualification reservation or adverse remark or disclaimer in their Report. Duringthe year under review the Auditors had not reported any matter under Section 143 (12) ofthe Act therefore no detail is required to be disclosed under Section 134 (3)(ca) of theAct.

Cost Auditors

Companies (cost records and audit) (Amendment) Rules 2015 are not applicable on theCompany for the financial year 2019-20:

Secretarial Auditor

The Board had appointed Mr. R.S. Bhatia (CP No.2514). Practicing Company Secretary tocarry out Secretarial Audit in accordance with the provisions of Section 204 of theCompanies Act 2013 and the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 for the financial year ended March 31 2020. The Secretarial AuditReport for the financial year ended March 312020 has been obtained and does not containany qualification which requires any comments from the Board. A copy of Secretarial AuditReport from Mr. R.S. Bhatia for financial year ended March 312020 in the prescribed FormNo. MR-3 is annexed to this report as Annexure I.


The Board of Directors of the Company has a duly constituted Audit Committee in termsof the provisions of Section 177 of the Companies Act 2013 read with the Rules framedthereunder and Regulation 18 of the Listing Regulations. The terms of reference of theAudit Committee has been approved by the Board of Directors. Composition of the AuditCommittee number of meetings held during the year under review brief terms of referenceand other details have been provided in the Corporate Governance Report which forms partof this Annual Report.

The Audit Committee comprises Independent Directors namely Dr. Satish Kumar Raj(Chairman) Mr. Pramod Kumar Agarwal and Dr. Sushma Pandey as other members. All therecommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee

The Board of Directors constituted a Nomination and Remuneration Committee comprisingthree Non-Executive Independent Directors namely Dr. Satish Kumar Raj (Chairman) Mr.Pramod Kumar Agarwal and Dr. Sushma Pandey as other members The function of the Nominationand Remuneration Committee includes recommendation of appointment of KMP(s) Whole-timeDirector(s)/ Managing Director/Joint Managing Director and recommendation to the Board oftheir remuneration.

A Nomination and Remuneration Committee has been constituted under section 178 of theCompanies Act 2013 for formulization of the criteria for determining qualificationspositive attributes and independence of a director and recommend to the Board a policyrelating to the remuneration for the directors key managerial personnel and otheremployees.

The aforesaid policy has been posted on the Website of the Company:- Relationship Committee

The Board of Directors constituted a Stakeholder Relationship Committee comprisingthree Non- Executive Independent Directors namely Dr. Satish Kumar Raj (Chairman) Mr.Pramod Kumar Agarwal and Dr. Sushma Pandey as other members. The Stakeholder RelationshipCommittee inter alia oversees and reviews all matters connected with the investorservices in connection with applications received and shares allotted in the InitialPublic Offer status of refund account conversion of partly paid shares into fully paidshares rematerialization and dematerialization of shares and transfer of shares of theCompany.

The Committee oversees performance of the Registrar and Transfer Agents of the Companyand recommends measures for overall improvement in the quality of investor services.


The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of provisions of Section 177 of the Companies Act 2013 and Rules framed thereunderread with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 includes an Ethics & Compliance Task Force comprising seniorexecutives of the Company. The Company has a whistle blower policy/ vigil mechanism fordirectors and employees to report genuine concerns or grievances.

The whistle Blower policy has been posted on the Website of the Company:-


Five meetings of the Board of Directors were held during the financial year 2019-20i.e. on 28.05.2019 18.07.2019 06.08.2019 09.11.2019 and 10.02.2020. The details of themeetings of the Board held during the financial year 2019-20 forms part of the CorporateGovernance Report.


The Company has not given any loan made investment and provided security in terms ofsection 186 of the Companies Act 2013.


The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided in AnnexureII to this Report.


Your Company has neither accepted nor was any fixed deposit outstanding as on theBalance Sheet date.


Pursuant to the provisions of Section 135 of the Companies Act 2013 every companyhaving net worth of rupees five hundred crore or more or turnover of rupees one thousandcrore or more or a net profit of rupees five crore or more during any financial year shallconstitute a Corporate Social Responsibility Committee of the Board and shall formulate aCorporate Social Responsibility Policy. Your Company is falling under the purview of saidsection during the year 2019-20 because the net profit for financial year 2019-20 is morethan five crore i.e. Rs. 805.57 lakh.

Consequent on the applicability of Section 135 of the Companies Act 2013 Boardconstituted Corporate Social Responsibility Committee (CSR Committee). The CorporateSocial Responsibility Committee formulated and recommended to the Board a CorporateSocial Responsibility Policy and the amount of expenditure to be incurred on the CSRactivities.

The Board considered and adopted the Corporate Social Responsibility Policy. The CSRPolicy effective from August 212020 shall be put on the Company's website at the web link:


Extract of Annual Return in Form No. MGT - 9 as required under Section 92 of theCompanies Act 2013 is included in this Report as Annexure III and forms anintegral part of this Report. MGT-9 is also available on the website of the


Your Directors state that during the financial year ended March 312020 under reviewthere were no cases filed pursuant to the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013.


The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow:

a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Non-executive directors Ratio to median Remuneration
Mr. Pramod Kumar Agarwal 0.08:1
Mr. Mahendra Kumar Agarwal 0.01:1
Mr. Satish Kumar Raj 0.10:1
Ms. Sushma Pandey 0.09:1
Mr. Ved Prakash Gupta 0.00:1
Executive directors Ratio to median Remuneration
Mr. Vijay Kumar Gupta 11.90:1
Mr. Daya Kishan Gupta 8.93:1
Mr. Jai Kishan Gupta 8.33:1

b. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year:

Directors Chief Executive Officer Chief Financial Officer and Company Secretary % increase in remuneration in the financial year
Mr. Vijay Kumar Gupta 11.11
Mr. Daya Kishan Gupta -16.67
Mr. Jai Kishan Gupta -22.22
Mr. Ved Prakash Gupta 0
Mr. Pramod Kumar Agarwal 41.67
Mr. Mahendra Kumar Agarwal -78.57
Mr. Satish Kumar Raj 150
Ms. Sushma Pandey 63.64
Ms. Ruchi Gupta 57.35

Remuneration of Independent Director is sitting fees.

c. The percentage decrease in the median remuneration of employees in the financialyear: 43.44%

d. The number of permanent employees on the rolls of Company: 28

e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

The average annual increase was around 7.24%.

Increase in the managerial remuneration for the year was -9.26%.

f. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

Information Pursuant to compliance of Section 197 of the Act read with rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

S. No Name of The Employee Designation Nature of Employment Educational Qualification Age Experience (in years) Date of Joining Remuneration Paid (?) Whether employee is relative of Director
1 Vijay Kumar Gupta Whole Time Director & CFO Permanent Commerce Graduate 67 41 23/08/1979 6000000 Brother of Mr. Daya Kishan Gupta Mr. Jai Kishan Gupta Mr. Ved Prakash Gupta
2 Daya Kishan Gupta Whole Time Director Permanent Commerce Graduate 71 41 23/08/1979 4500000 Brother of Mr. Vijay Kumar Gupta Mr. Jai Kishan Gupta Mr. Ved Prakash Gupta
3 Jai Kishan Gupta Chairman & Managing Director Permanent Commerce Graduate 73 41 23/08/1979 4200000 Brother of Mr. Vijay Kumar Gupta Mr. Daya Kishan Gupta Mr. Ved Prakash Gupta
4 Kapil Gupta Vice President-Sales & Marketing Permanent M.Com 45 20 1/6/2004 1992000 Son of Mr. Daya Kishan Gupta
5 Adeep Gupta Vice President- Production Permanent Commerce Graduate 48 23 1/7/2004 1992000 Son of Mr. Jai Kishan Gupta
6 Ashish Gupta Vice President- Finance Permanent Commerce Graduate 41 16 1/7/2004 1992000 Son of Mr. Vijay Kumar Gupta
7 Sanjay Kumar Agarwal Manager- Plant & Operations Permanent Mechanical Engineer-B.E 60 34 1/4/2000 1992000 NIL
8 Praveen Gupta Manager Accounts Permanent B.Com FCA 60 34 1/11/1994 1932000 NIL
9 Omkar Dongre General Manager Permanent Diploma in Industrial Management 61 39 1/1/2015 1087692 NIL


Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares/ ESOP) to employees of the Companyunder any scheme.

4. Neither the Managing Director nor the Whole-time Directors of the Company receiveany remuneration or commission from any of its subsidiaries.

5. No significant or material

6. Orders were passed by the Regulators or Courts or Tribunals which impact the goingconcern status and Company's operations in future.


Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review.

Your Directors proudly acknowledge the contribution and hard work of the employees ofthe Company and its subsidiaries at all levels who through their competence hard worksolidarity and commitment have enabled the Company to achieve consistent growth.

For and on behalf of the Board of Directors
Place : Vill Amhera (J.P. Nagar) Daya Kishan Gupta
Date : 21st August 2020 Chairman and Managing Director